Common use of Default by Buyer Clause in Contracts

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON OR BEFORE DUE TO A BUYER DEFAULT (ALL OF THE CLOSING DATE AS A RESULT OF CONDITIONS TO BUYER'S BREACH OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AS THE SOLE AND EXCLUSIVE REMEDY OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Seller's Initials: _____________ Buyer's Initials: _____________

Default by Buyer. IF IN THE CLOSING OF THIS EVENT THAT THE ESCROW AND THE PURCHASE AND SALE TRANSACTION CONTEMPLATED HEREBY FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE CLOSE SOLELY AS A RESULT OF BUYER'S BREACH THE DEFAULT OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICAL IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, FIX AND THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A AMOUNT OF THE TERMINATION FEE REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SELLER'S DAMAGES SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF SUCH DEFAULT; AND THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN, AS SELLER’S SOLE REMEDY, (II1) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE CLOSING ESCROW CREATED HEREBY SHALL TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO OCCUR ON OR BEFORE BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE CLOSING DATEPARTIES WHO DEPOSITED THE SAME, AND (3) ESCROW AGENT SHALL DELIVER THE TERMINATION FEE AND INTEREST ACCRUED THEREON THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL HAVE BE THE FULL, AGREED AND LIQUIDATED DAMAGES OF SELLER (AND NOT A PENALTY TO BUYER). SELLER HEREBY AGREES THAT, EXCEPT AS HEREINAFTER PROVIDED, THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) TERMINATION THAT EITHER OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT EVIDENCE OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerWAIVER.

Default by Buyer. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THIS TRANSACTION FAILS THE TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO OCCUR ON OR BEFORE ESTIMATE THE CLOSING DATE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S BREACH ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES SECTION 20.2 REPRESENT A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULTFAILURE AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY; ANDPROVIDED, HOWEVER THAT THIS PROVISION WILL NOT WAIVE, LIMIT OR AFFECT ANY OF THE FOLLOWING (“NON-LIQUIDATED OBLIGATIONS”): (IIi) AS BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT; AND (ii) BUYER’S OBLIGATIONS UNDER ANY INDEMNITIES PROVIDED HEREUNDER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A RESULT REASONABLE ESTIMATE OF BUYER'S THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST A DEFAULT BY ​ BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, SUBJECT TO THE EXCEPTIONS ABOVE PERTAINING TO BUYER’S NON-LIQUIDATED OBLIGATIONS. THE FOREGOING PROVISIONS PAYMENT OF THIS ARTICLE IX SHALL SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT APPLY INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER'S . UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR SELLER’S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, ARISING UNDER OR OUT OF THE CONFIDENTIALITY AND/NON-LIQUIDATED OBLIGATIONS AND SELLER’S RIGHT TO COLLECT AND RETAIN BUYER’S DEPOSIT AS PROVIDED HEREUNDER, NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTOBLIGATIONS HEREUNDER, EACH TO THE OTHER. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’s Initials: __________Seller’s Initials: __________

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION BUYER FAILS TO OCCUR ON OR BEFORE PURCHASE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE PARTIES ACKNOWLEDGE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇S▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO AGREE THAT BASED UPON THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENTCIRCUMSTANCES NOW EXISTING, WHICH DAMAGES KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF ESTABLISH SELLER'S ’S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT BY REASON OF SUCH DEFAULT; AND (II) AS A RESULT OF DEFAULT BY BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE. ACCORDINGLY, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, BUYER AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AGREE THAT IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS LIQUIDATED DAMAGES. IN CONSIDERATION OF THE RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW AND EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT. SELLER EXPRESSLY WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST CLAIMS FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, PUNITIVE AND CONTRACTUAL DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 7.4.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerBE BOUND BY ITS TERMS.

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE CLOSE AS A RESULT OF BUYER'S BREACH A MATERIAL DEFAULT BY BUYER WITH RESPECT TO ANY OF THE TERMS OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT SUCH MATERIAL DEFAULT CONTINUES FOR A PERIOD OF TEN (10) DAYS AFTER SELLER NOTIFIES BUYER IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT WRITING OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER FOR SUCH MATERIAL DEFAULT SHALL BE THE RIGHT TO CANCEL AND TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN THE DEPOSIT PLUS RECEIVE AND RETAIN FROM BUYER THE SUM OF SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000.00) AS LIQUIDATED DAMAGES, IT BEING UNDERSTOOD AND AGREED THAT SELLER IS HEREBY RELEASING AND/OR WAIVING ANY RIGHT IT MIGHT HAVE EITHER TO SPECIFICALLY ENFORCE THIS AGREEMENT OR TO ▇▇▇ FOR ANY OTHER OR ADDITIONAL DAMAGES. SELLER HAS AGREED TO THIS LIQUIDATED DAMAGE PROVISION BECAUSE OF THE DIFFICULTY OF ASCERTAINING SELLER'S ACTUAL DAMAGES GIVEN THE UNCERTAINTIES OF THE REAL ESTATE MARKET, FLUCTUATING PROPERTY VALUES AND DIFFERENCES OF OPINION WITH RESPECT TO SUCH MATTERS. UNLESS SELLER WAIVES THE BUYER'S DEFAULT IN WRITING WITHIN FIVE (5) DAYS AFTER THE EXPIRATION OF THE 10-DAY PERIOD SPECIFIED IN THE EVENT PRECEDING SENTENCE, OR SUCH DEFAULT IS CURED WITHIN SUCH 10-DAY PERIOD, THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE EFFECTIVE FIFTEEN (15) DAYS AFTER THE NOTICE OF DEFAULT IS GIVEN WITHOUT THE NECESSITY OF FURTHER NOTICE BEING GIVEN. UPON SUCH BREACH. SELLER WAIVES TERMINATION, EACH PARTY SHALL BE RELEASED FROM ALL OTHER LEGAL DUTIES OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITYOBLIGATIONS CONTAINED HEREIN, AGENT OR REPRESENTATIVEEXCEPT FOR THOSE SUCH OBLIGATIONS THAT SPECIFICALLY SURVIVE TERMINATION INCLUDING, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF WITHOUT LIMITATION, BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerPAY LIQUIDATED DAMAGES HEREUNDER.

Default by Buyer. IF If Buyer breaches or fails to perform any obligation herein or there occurs a breach of any Buyer representation or warranty or other terms of this Agreement by Buyer, Seller shall first give notice and opportunity to cure as provided in §6.01 and if the offense is not cured within the time frame therein, BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN SUCH EVENT, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE AGREEMENT AND THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT PRIOR TO THE CLOSING. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT OF A BUYER DEFAULT BEYOND ANY RELATED APPLICABLE NOTICE AND CURE PERIOD, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR AFFILIATED ENTITYPENALTY. NOTWITHSTANDING THE FOREGOING, AGENT OR REPRESENTATIVESELLER EXPRESSLY RESERVES ALL RIGHTS TO INDEMNIFICATION WHICH MAY ARISE HEREIN, INCLUDING ANY AND THE RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF RECOVER SELLER’S ATTORNEYS’ FEES IN ACCORDANCE WITH §7.12. SELLER’S RIGHTS AND BUYER'S ’S OBLIGATIONS UNDER THIS AGREEMENT. §6.04 SHALL SURVIVE THE FOREGOING PROVISIONS CLOSE OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS ESCROW AND REMEDIES FOR A SEPARATE BREACH, IF ANY, DELIVERY OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerDEED.

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 12.4 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials: C.J.S. NOTHING IN THIS SECTION 13.1 SHALL NOT APPLY (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 12.4 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS AGREEMENTSECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’s Initials: M.P.O.

Default by Buyer. IF IN THE CLOSING EVENT THAT BUYER FAILS IN THE ---------------- PERFORMANCE OF THIS TRANSACTION FAILS ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR ON OR BEFORE THE CLOSING DATE AS BY REASON OF A RESULT OF DEFAULT IN BUYER'S BREACH OF THIS AGREEMENTOBLIGATIONS HEREUNDER, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IN THE EVENT THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A REASONABLE ESTIMATE OF SELLER'S DAMAGES DEFAULT IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEOBLIGATIONS HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENTBE ENTITLED, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE EVENT SELLER SHALL RETAIN ANY PORTION OF THE INITIAL DEPOSIT, THE APRIL 20 DEPOSIT, THE MAY 12 DEPOSIT AND/OR THE FINAL DEPOSIT ALREADY RELEASED TO SELLER AS LIQUIDATED DAMAGES AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF ITS DUE DILIGENCE EXPENSES PURSUANT TO ARTICLE 4 ABOVE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH BREACHLIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVEFOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENTCALIFORNIA CIVIL CODE SECTION 1680 OR ANY OTHER APPLICABLE LAW. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 6.2 AND BY THEIR INITIALS BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACHBE BOUND BY ITS TERMS. SLM TLC ----------------- ---------------- Buyer's Initials Seller's Initials J. The Purchase Agreement and the Side Letter are hereby amended to provide that the date by which Buyer and Seller shall negotiate in reasonable good faith to finalize the remaining provisions of Exhibits E, IF ANYG, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTK, L, M, M-I, Q, Y and CC and attach them to the Purchase Agreement shall be May 12, 2000. /s/ JCM/WB /s/ SA ---------- ------- Initials In addition, Buyer and Seller shall negotiate in reasonable good faith to finalize the following new and revised Exhibits on or prior to May 12, 2000: (i) Exhibit F (to replace existing Exhibit F), (ii) Exhibit H (to replace existing Exhibits H and U), (iii) Exhibit J (to replace existing Exhibit J), (iv) Exhibit O (to replace existing Exhibit O), (v) Exhibit P (to replace existing Exhibit P), (vi) Exhibit R (to replace existing Exhibit R), (vii) Exhibit S (to replace existing Exhibit S), (viii) Exhibit V (to replace existing Exhibit V), (ix) Exhibit W (to replace existing Exhibit W), (x) Exhibit Z (to replace existing Exhibit Z), (xi) Exhibits AA and BB (to replace existing Exhibits AA and BB), and (xii) a new Exhibit EE, which shall set forth the form of any agreement between Buyer and KVI, KRC, WVRT and West Valley MRF, LLC regarding certain environmental and other covenants and indemnities affecting the Tar Pits Parcel, the Household Hazardous Waste Parcel and the MRF Parcel. During the time between the date hereof and May 12, 2000, the Parties shall diligently and in reasonable good faith attempt to finalize such Exhibits, and new and revised Exhibits. In the event that all of such Exhibits, and such new and revised Exhibits are not so agreed upon on or prior to May 12, 2000, then either Buyer or Seller Initials may terminate the Purchase Agreement, in which event the provisions of Section 4.7 thereto shall apply as if Buyer had terminated the Purchase Agreement and thus, any portion of the Initial Deposit and the April 20 Deposit theretofore released to Seller shall not be refunded to Buyer.

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON OR BEFORE DUE TO A BUYER DEFAULT (ALL OF THE CLOSING DATE AS A RESULT OF CONDITIONS TO BUYER'S BREACH OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, AS THE SOLE AND EXCLUSIVE REMEDY OF SELLER, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Seller's Initials: ____________ Buyer's Initials: _____________

Default by Buyer. IF IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION FAILS TO ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A MATERIAL BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN SUCH EVENTTHE CLOSE OF ESCROW NOT OCCURRING, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY ALL OTHER CLAIMS TO DAMAGES OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OTHER REMEDIES IN RESPECT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEDEPOSIT IS NOT INTENDED AS A PENALTY, SELLER BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL HAVE THE LIMIT SELLER'S RIGHT TO TERMINATE THIS AGREEMENT RECEIVE REIMBURSEMENT FOR COSTS AND THE ESCROW BY WRITTEN NOTICE EXPENSES PURSUANT TO ESCROW AGENTSECTION 18.5 BELOW, WHEREUPON SELLER NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE CONFIDENTIALITY OBLIGATIONS. 753659.08/▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER-00001/4-20-16/pjr/pjr -21- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE LLC] _________________________ ________________________ SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF INITIALS BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerINITIALS

Default by Buyer. IF IN THE CLOSING EVENT THE BUYER FAILS TO CLOSE OF ESCROW IN ACCORDANCE WITH THE TERMS OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT AGREEMENT BY REASON OF ANY DEFAULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCH EVENTTHE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, AND THAT TOGETHER WITH THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULTACCRUED INTEREST THEREON; AND (II) , AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER (WHETHER AT LAW OR IN EQUITY) FOR BUYER’S BREACH OF ITS OBLIGATION TO CLOSE ESCROW AND PURCHASE THE PROPERTY, SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN THE EVENT CLOSE OF ESCROW NOT OCCURRING. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES FOR SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL NOTHING CONTAINED IN THIS SECTION 16.2 SHALL LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF AFFECT BUYER'S OBLIGATIONS UNDER THIS AGREEMENTINDEMNITY AND CONFIDENTIALITY OBLIGATIONS. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerINITIALS BUYER'S INITIALS

Default by Buyer. IF IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION FAILS TO ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN SUCH EVENTTHE CLOSE OF ESCROW NOT OCCURRING, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY ALL OTHER CLAIMS TO DAMAGES OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OTHER REMEDIES IN RESPECT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE CLOSING DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER'S RIGHT TO OCCUR ON RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR BEFORE AFFECT BUYER'S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS. NOTWITHSTANDING ANYTHING IN THE FOREGOING TO THE CONTRARY, BUYER SHALL NOT BE DEEMED TO BE IN DEFAULT IF BUYER HAS NOT DELIVERED THE CLOSING DATEDOCUMENTS OR FUNDS TO ESCROW, AS PROVIDED IN SECTION 5.2 HEREIN, IF (A) SELLER SHALL HAVE THE RIGHT HAS COMMUNICATED TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL BUYER IN WRITING THAT IT WILL NOT CLOSE AND/OR PURCHASE THE PROPERTY, (B) SELLER IS THEN CURRENTLY IN DEFAULT BEYOND ALL APPLICABLE NOTICE AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE CURE PERIODS. ________________________ SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF INITIALS ________________________ BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerINITIALS

Default by Buyer. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THIS ---------------- THE TRANSACTION FAILS HEREIN CONTEMPLATED DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO OCCUR ON OR BEFORE ESTIMATE THE CLOSING DATE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S BREACH FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES SECTION REPRESENT A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULTFAILURE; THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT AND , IF APPLICABLE, SAID AMOUNT SHALL ALSO INCLUDE THE AMOUNT OF THE NON-REFUNDABLE DEPOSIT AS WELL (II) AS A RESULT BOTH OF WHICH INCLUDE ANY ACCRUED INTEREST THEREON); SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER AND SHALL BE SELLER'S EXCLUSIVE REMEDY FOR BUYER'S BREACH OF THIS AGREEMENT AND FAILURE (EXCEPT FOR BUYER'S INDEMNITY OBLIGATIONS UNDER SECTION 5, WHICH MAY ALSO BE ENFORCED BY --------- SELLER). THE PAYMENT OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) SUCH AMOUNT AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACHIS NOT INTENDED AS A FORFEITURE OR PENALTY. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer's Initials: __________ Seller's Initials: __________

Default by Buyer. IF IN THE CLOSING OF EVENT THAT THE ESCROW AND THIS TRANSACTION FAILS FAIL TO OCCUR ON OR BEFORE THE CLOSING DATE CLOSE SOLELY AS A RESULT OF BUYER'S BREACH THE DEFAULT OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH BUYER AND SELLER AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICAL IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, . THE PARTIES THEREFORE AGREE THAT IN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, EVENT THAT ESCROW AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF SUCH DEFAULT; AND THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (II) EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON). IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEDEFAULT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THEN (I) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW BY WRITTEN NOTICE CREATED HEREBY SHALL TERMINATE, (II) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (III) ESCROW AGENTAGENT SHALL DELIVER THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, WHEREUPON SELLER AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, AND (IV) ALL TITLE COMPANY AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACHCANCELLATION CHARGES, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerSHALL BE CHARGED TO BUYER.

Default by Buyer. IF IN THE CLOSING EVENT THE TRANSACTION HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF BUYER’S FAILURE TO CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT (ALL CONDITIONS BENEFITING BUYER UNDER SECTION 4 HAVING BEEN SATISFIED OR WAIVED IN WRITING IN ALL MATERIAL RESPECTS), THEN SELLER MAY TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE DELIVERED TO AND RETAINED BY SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES UNDER THIS AGREEMENT FOR SUCH FAILURE TO CLOSE. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION FAILS CONTEMPLATED BY THIS AGREEMENT AND THAT THE PROPERTY WILL BE REMOVED FROM THE MARKET; FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO OCCUR ON ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY BUYER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR BEFORE THE CLOSING DATE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP ’S FAILURE TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT DEPOSIT REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DEFAULT; AND (II) AS A RESULT DETRIMENT. IN THE EVENT THE SALE OF THE PROPERTY SHALL NOT BE CONSUMMATED ON ACCOUNT OF BUYER'S BREACH OF ’S FAILURE TO CLOSE WHEN IT IS OBLIGATED TO DO SO UNDER THIS AGREEMENT AND FAILURE (ALL CONDITIONS BENEFITING BUYER UNDER SECTION 4 HAVING BEEN SATISFIED OR WAIVED IN WRITING IN ALL MATERIAL RESPECTS), THEN THE RETENTION OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT UNDER THIS AGREEMENT BY REASON OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITYDEFAULT, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER SUBJECT TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR AGREEMENT THAT EXPRESSLY SURVIVE A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS TERMINATION OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerTHIS SECTION 9.2 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS SECTION 9.2 SHALL LIMIT OR IMPAIR ANY OF SELLER’S RIGHTS AND REMEDIES AGAINST BUYER FOR ANY PRE-CLOSING DEFAULT BY BUYER UNDER THIS AGREEMENT.

Default by Buyer. Liquidated Damages. IF THE CLOSING OF THIS TRANSACTION FAILS TO DOES NOT OCCUR ON OR BEFORE BY THE CLOSING DATE DUE TO THE DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT (AND THUS NOT AS A RESULT OF BUYER'S THE TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THE PARTIES AGREE THAT SELLER SHALL BE PAID THE DEPOSIT AND ANY INTEREST ACCRUED THEREON AS LIQUIDATED DAMAGES, WHICH SUM THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROVING ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICABLE AND EXTREMELY DIFFICULT. THE PARTIES ACKNOWLEDGE FURTHER AGREE THAT, EXCEPT AS TO BUYER’S OBLIGATION OF INDEMNITY AND DUTY TO DEFEND IN SECTION 5.1(a), SUCH AMOUNT SHALL BE THE SOLE DAMAGES, AND THE SOLE AND EXCLUSIVE REMEDY OF SELLER, LEGAL, EQUITABLE OR OTHERWISE, INCLUDING SPECIFIC PERFORMANCE, DAMAGES AND ALL OTHER LEGAL OR EQUITABLE REMEDIES, AS A RESULT OF THE CLOSING NOT OCCURRING BY THE CLOSING DATE DUE TO BUYER’S DEFAULT OR BREACH UNDER THIS AGREEMENT, AND THAT, IN SUCH EVENT, BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE THE PROPERTY OR OTHER RIGHTS UNDER THIS AGREEMENT, THROUGH SPECIFIC PERFORMANCE OR OTHERWISE. THE PARTIES FURTHER AGREE BY INITIALING THAT THIS AGREEMENT SECTION 7.1 SHALL SPECIFICALLY CONSTITUTE A WAIVER OF SELLERS RIGHT TO SPECIFIC PERFORMANCE, AS SET FORTH IN THE SPACE PROVIDED BELOW THAT: (I) THE CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389 AND ANY INTERPRETIVE CASE LAW UNDER SUCH SECTIONS, INCLUDING ▇▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH ▇. ▇▇▇▇▇ (1981) 29 CAL.3D 345. THE PARTIES ESTIMATE MAY BE SUFFERED FURTHER AGREE THAT RETENTION OF THE DEPOSIT BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH LIQUIDATED DAMAGES WOULD BE IMPRACTICAL IS NOT INTENDED AS A FORFEITURE OR EXTREMELY DIFFICULT TO FIX, THAT THE PENALTY SAN ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENTFARMS, LLC/GLADSTONE LAND CORPORATION PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) (C&B 090516) PAGE 35 OF 58 WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS EITHER REPRESENTED BY COUNSEL WHO EXPLAINED THE REMEDY PROVIDED FOR HEREIN IS CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE, OR WAS ADVISED TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. IF THE CLOSING DOES NOT OCCUR BY THE CLOSING DATE DUE SOLELY TO SUCH A PENALTY DEFAULT OR FORFEITURE BREACH BY BUYER UNDER THIS AGREEMENT (AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY THUS NOT AS A RESULT OF THE TIMELY DISAPPROVAL BY BUYER OF ANY CONTINGENCY CONTAINED HEREIN, OR DUE TO THE DEFAULT OR BREACH BY SELLER), THEN SELLER MAY COLLECT SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR LIQUIDATED DAMAGES FROM BUYER BY MAKING WRITTEN DEMAND ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BUYER AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACHTITLE COMPANY, IF ANYTHE DEPOSIT IS BEING HELD BY THE TITLE COMPANY. UNDER NO CIRCUMSTANCES SHALL ANY INDIVIDUAL MEMBER, DIRECTOR, MANAGER, OFFICER OR EMPLOYEE OF THE CONFIDENTIALITY AND/BUYER HAVE ANY LIABILITY ARISING FROM OR INDEMNIFICATION PROVISIONS OF IN CONNECTION WITH THIS AGREEMENT. /s/ JCM/WB AH /s/ SA ---------- ------- LP Seller’s Initials of Seller Buyer’s Initials of Buyer7.2.

Default by Buyer. IF In the event Buyer has elected to proceed with the transaction set forth herein beyond the Inspection Period, in the event of a breach of Buyer’s obligations herein, without default of Seller, Seller’s sole legal and equitable remedy shall be to terminate this Agreement and retain the Deposit as AGREED LIQUIDATED DAMAGES for such breach, and upon payment in full to Seller of the Deposit, the parties hereto shall have no further rights, claims, liabilities or obligations under this Agreement (except the indemnity and insurance obligations of Buyer, for which Seller, in the event of a breach thereof by Buyer, shall have available to it all remedies at law or in equity). BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S BREACH ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES SECTION REPRESENT A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT; AND (II) AS FAILURE. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE REASONABLE ESTIMATE OF THE CLOSING TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO OCCUR ON OR BEFORE COMPLETE THE CLOSING DATE, SELLER SHALL HAVE PURCHASE OF THE RIGHT PROPERTY IS AN AMOUNT EQUAL TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇E▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL WHICH INCLUDES ANY ACCRUED INTEREST THEREON THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. Buyer’s Initials: /s/ JCM/WB CM Seller’s Initials: /s/ SA ---------- ------- Initials of Seller Initials of BuyerWCO

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION BUYER FAILS TO OCCUR ON OR BEFORE PURCHASE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE PARTIES ACKNOWLEDGE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THAT BASED UPON THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENTCIRCUMSTANCES NOW EXISTING, WHICH DAMAGES KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF ESTABLISH SELLER'S ’S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT BY REASON OF SUCH DEFAULT; AND (II) AS A RESULT OF DEFAULT BY BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE. ACCORDINGLY, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, BUYER AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AGREE THAT IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST DEFAULT BY BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS LIQUIDATED DAMAGES. IN CONSIDERATION OF THE FOREGOING RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW AND IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT, EXCEPT AS SET FORTH IN PARAGRAPH 13.2 HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY PARAGRAPH 7.5.1 AND BY THE INITIALS OF THEIR REPRESENTATIVES IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. INITIALS OF SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, ’S REPRESENTATIVE INITIALS OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerBUYER’S REPRESENTATIVE

Default by Buyer. IF IN THE CLOSING EVENT THAT BUYER FAILS IN THE PERFORMANCE ---------------- OF THIS TRANSACTION FAILS ANY OF ITS OBLIGATIONS HEREUNDER FOLLOWING THE CONTINGENCY DATE BUT PRIOR TO THE CLOSE OF ESCROW, OR IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR ON OR BEFORE THE CLOSING DATE AS BY REASON OF A RESULT OF DEFAULT IN BUYER'S BREACH OF THIS AGREEMENTOBLIGATIONS HEREUNDER, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IN THE EVENT THAT THE ▇▇▇▇▇▇▇ MONEY CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN BUYER'S OBLIGATIONS HEREUNDER, SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE AGGREGATE SUM OF THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000) SHALL BE DELIVERED TO SELLER (THE DEPOSIT CONSTITUTES TO BE PROMPTLY DELIVERED BY ESCROW HOLDER AND THE BALANCE TO BE DELIVERED WITHIN THREE (3) BUSINESS DAYS BY BUYER) AS LIQUIDATED DAMAGES AND BUYER SHALL NOT BE ENTITLED TO RECOVER ANY OF ITS DUE DILIGENCE EXPENSES PURSUANT TO ARTICLE 4 ABOVE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A REASONABLE ESTIMATE FORFEITURE OR PENALTY WITHIN THE MEANING OF SELLER'S CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES IN SUCH EVENTTO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER WAIVES ALL OTHER REMEDIES AGAINST BUYER FOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE UNDER CALIFORNIA CIVIL CODE SECTION 1680 OR ANY OTHER APPLICABLE LAW. IN THE EVENT THAT THE REMEDY PROVIDED FOR HEREIN ADDITIONAL AMOUNT OWED BY BUYER PURSUANT TO THIS SECTION 6.2 IS NOT A PENALTY OR FORFEITURE PAID WHEN DUE, IT SHALL THEREAFTER ACCRUE INTEREST AT THE RATE OF TEN PERCENT (10%) PER ANNUM UNTIL PAID IN FULL AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT COLLECT FROM BUYER REASONABLE COLLECTION COSTS INCLUDING REASONABLE ATTORNEYS' FEES AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, COSTS. BUYER AND SELLER SHALL RETAIN ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 6.2 AND BY THEIR INITIALS BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB SLM /s/ SA ---------- ------- RES -------------- ---------------- Buyer's Initials of Seller Initials of BuyerSeller's Initials

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN (AS TO THE PERFORMANCE DEPOSIT) THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. Seller’s Initials: /s/ JCM/WB CSJ Buyer’s Initials: /s/ SA ---------- ------- Initials of Seller Initials of BuyerGRS

Default by Buyer. IF IN THE CLOSING EVENT OF THIS TRANSACTION FAILS ANY DEFAULT BY BUYER HEREUNDER, SELLER SHALL BE ENTITLED TO OCCUR ON RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY HEREUNDER, AT LAW OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTIN EQUITY, THE PARTIES ACKNOWLEDGE DEPOSIT, EXCEPT THAT THE FOREGOING SHALL NOT APPLY TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER PARAGRAPH 5.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO SELLER’S ACTUAL DAMAGES). BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE PARTIES EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE MAY BE SUFFERED BY OF THE NET DETRIMENT THAT SELLER AS WOULD SUFFER IN THE RESULT EVENT OF BUYER'S ’S DEFAULT IN THE PERFORMANCE OR BREACH HEREUNDER IS AN AMOUNT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, EQUAL TO THE EXTENT DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 AND SHALL NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES CONSTITUTE FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE 3275 OR 3369. THE FOREGOING SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACHHEREUNDER. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerSELLERS INITIALS BUYERS INITIALS

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT POTENTIAL LIABILITY OF BUYER TO SELLER IN THE SPACE PROVIDED BELOW THAT: (I) EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. ▇▇▇▇▇ AND SELLER, AFTER DUE NEGOTIATION, ▇▇▇▇▇▇ MONEY ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF THE DEPOSIT BEARS REPRESENTS A REASONABLE RELATIONSHIP TO ESTIMATE OF THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT WILL SUSTAIN IN THE PERFORMANCE EVENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇SUCH BUYER DEFAULT. BUYER AND SELLER ▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENTBUYER DEFAULT, AND THAT THE REMEDY PROVIDED FOR HEREIN SELLER IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY OTHERWISE IN DEFAULT AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEPROVIDED IN SECTION 13.2 BELOW, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER BUYER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT, IN FULL SATISFACTION OF ANY AND ALL CLAIMS SELLER MAY HAVE NOW OR IN THE FUTURE HAVE AGAINST BUYER (SUBJECT TO SELL AND/OR PURCHASE THE PROPERTYTERMS AND PROVISIONS OF THE LAST PARAGRAPH IN THIS SECTION 13.1), AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGESDAMAGES AND ESCROW HOLDER SHALL DELIVER THE DEPOSIT TO SELLER NO EARLIER THAN THREE (3) BUSINESS DAYS AFTER ESCROW HOLDER’S AND BUYER’S RECEIPT OF SELLER’S NOTICE; PROVIDED, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER HOWEVER, IN THE EVENT BUYER DELIVERS A WRITTEN OBJECTION TO SELLER’S NOTICE WITHIN THE TIME PERIOD SET FORTH ABOVE, ESCROW HOLDER SHALL NOT RELEASE THE DEPOSIT TO SELLER UNTIL SUCH TIME THAT JOINT DIRECTION IS ISSUED BY THE PARTIES, OR IN CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A COURT OF GENERAL JURISDICTION IN THE COUNTY OR CIRCUIT WHERE THE PROPERTY IS LOCATED. SUCH BREACHPAYMENT OF THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. Seller’s Initials: /s/ JCM/WB CJS Buyer’s Initials: /s/ SA ---------- ------- Initials of Seller Initials of BuyerBAK

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT, FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 1.2 HEREOF, THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT FOLLOWING BUYER’S EXERCISE OF THE OPTION IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTION 1.2 HEREOF, THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND RETAIN THE OPTION PAYMENT AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACHBE BOUND BY ITS TERMS. Seller’s Initials: /s/CJS Buyer’s Initials: /s/HD/ /s/HSD, IF ANY, OF THE CONFIDENTIALITY AND/s/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerHHD

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL DELIVER THE DEPOSIT TO SELLER NO EARLIER THAN THREE (3) BUSINESS DAYS AFTER ESCROW HOLDER’S AND BUYER’S RECEIPT OF SELLER’S NOTICE; PROVIDED, HOWEVER, IN THE EVENT BUYER DELIVERS A WRITTEN OBJECTION TO SELLER’S NOTICE WITHIN THE TIME PERIOD SET FORTH ABOVE, ESCROW HOLDER SHALL NOT RELEASE THE DEPOSIT TO SELLER UNTIL SUCH TIME THAT JOINT DIRECTION IS ISSUED BY THE PARTIES, OR IN CONNECTION WITH ESCROW HOLDER FILING AN INTERPLEADER ACTION IN A COURT OF GENERAL JURISDICTION IN THE COUNTY OR CIRCUIT WHERE THE PROPERTY IS LOCATED. SUCH PAYMENT OF THE DEPOSIT TO SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. Seller’s Initials: /s/ JCM/WB CJS Buyer’s Initials: /s/ SA ---------- ------- Initials of Seller Initials of BuyerRW

Default by Buyer. IF IN THE CLOSING EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTSECTION 6.1, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER ANY INTEREST THEREON HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A PARTIES’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY, AT LAW OR IN SUCH EVENTEQUITY, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AGAINST BUYER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVETHE CLOSING DOES NOT OCCUR, INCLUDING ANY RIGHT OF SELLER IN EQUITY TO OBTAIN SEEK SPECIFIC PERFORMANCE HEREOF, AND IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 6.1 (1) LIMIT THE DAMAGES RECOVERABLE BY MPG UNDER THE FRAMEWORK AGREEMENT OR MPG’S RIGHT TO EXERCISE ANY AND ALL OF BUYER'S OBLIGATIONS UNDER ITS REMEDIES THEREUNDER; OR (2) LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE HEREWITH, OR (B) THIRD PARTY CLAIMS. IN ADDITION, BUYER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. BY THEIR SEPARATELY EXECUTING THIS AGREEMENT. SECTION 6.1, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE FOREGOING PROVISIONS ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS ARTICLE IX SHALL NOT APPLY TO LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. ’S INITIALS BUYER’S INITIALS /s/ JCM/WB JLA /s/ SA ---------- ------- Initials of Seller Initials of BuyerJB

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACTIVE 31157768v21 ‑27‑ ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES AMOUNT OF THE REIMBURSABLE EXPENSES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND CANCEL THE ESCROW, IN WHICH EVENT BUYER SHALL PAY SELLER THE REIMBURSABLE EXPENSES AS LIQUIDATED DAMAGES. SUCH RECEIPT OF THE REIMBURSABLE EXPENSES BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY ANDBE BOUND BY ITS TERMS. Seller's Initials on Behalf of All Seller Parties /s/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCMCJS /s/WB /s/ SA ---------- ------- CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS Buyer's Initials on Behalf of Seller Initials of BuyerAll Buyer Parties /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS /s/CJS

Default by Buyer. IF IN THE CLOSING EVENT THAT BUYER FAILS IN THE ---------------- PERFORMANCE OF THIS TRANSACTION FAILS ANY OF ITS OBLIGATIONS HEREUNDER PRIOR TO THE CLOSE OF ESCROW, OR IN THE EVENT THAT THE CLOSE OF ESCROW SHALL FAIL TO OCCUR ON OR BEFORE THE CLOSING DATE AS BY REASON OF A RESULT OF MATERIAL DEFAULT IN BUYER'S BREACH OF THIS AGREEMENTOBLIGATIONS HEREUNDER, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IN THE EVENT THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES CLOSE OF ESCROW SHALL FAIL TO OCCUR BY REASON OF A REASONABLE ESTIMATE OF SELLER'S DAMAGES DEFAULT IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEOBLIGATIONS HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENTBE ENTITLED, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER FOR SUCH DEFAULT, TO IMMEDIATELY TERMINATE THIS AGREEMENT UPON SUCH DEFAULT, IN WHICH CASE THE EVENT DEPOSIT (AND ALL INTEREST ACCRUED THEREON) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH BREACHLIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVEFOR BUYER'S FAILURE TO CLOSE ESCROW, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENTCALIFORNIA CIVIL CODE SECTION 1680 OR ANY OTHER APPLICABLE LAW. BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 6.2 AND BY THEIR INITIALS BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- CAM RES ---------------- ----------------- Buyer's Initials of Seller Initials of BuyerSeller's Initials

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE SOLELY TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED IN WRITING BY BUYER IN ITS SOLE AND ABSOLUTE DISCRETION), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE SOLELY TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY DUE TO A BUYER DEFAULT AND PROVIDED SELLER IS NOT IN DEFAULT HEREUNDER, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. OTHER THAN AS SET FORTH IN THIS SECTION 13.1, UNDER NO CIRCUMSTANCES SHALL BUYER HAVE ANY LIABILITY FOR A BREACH OF ANY PROVISION OF THIS AGREEMENT (OTHER THAN BUYER’S INDEMNIFICATION OBLIGATIONS HEREUNDER). NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTION 4.3.1 AND SECTION 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY ANDBE BOUND BY ITS TERMS. Seller’s Initials: /s/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. CS Buyer’s Initials: /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerRJH

Default by Buyer. IF IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO OCCUR ON COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTIN EQUITY), THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇SAID AMOUNT -29- ▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP Realty, L.P. - Purchase Agreement Santa Fe Summit SHALL BE DISBURSED TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT FULL, AGREED AND LIQUIDATED DAMAGES FOR A BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER'S ’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE DEPOSIT IS NOT INTENDED AS A PENALTY, BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 18.5 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS. /s/ JH THR /s/ RNW SELLER’S INITIALS BUYER’S INITIALS 16.3 AS A MATERIAL CONSIDERATION FOR SELLER ENTERING INTO THIS AGREEMENT, BUYER EXPRESSLY WAIVES FOR ANY DEFAULT BY SELLER (A) ANY RIGHT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE, PART 2, TITLE 4.5, SECTION 4.05 THROUGH 4.05.61 OR ANY OTHER SIMILAR STATE OR FEDERAL STATUTE, OR AT COMMON LAW OR OTHERWISE TO RECORD OR FILE A LIS PENDENS OR A NOTICE OF PENDENCY OF ACTION OR SIMILAR NOTICE AGAINST ALL OR ANY PORTION OF THE PROPERTY UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY, (B) ANY RIGHT TO SEEK DAMAGES IN THE PERFORMANCE EVENT OF ITS OBLIGATIONS SELLER’S PRE-CLOSING DEFAULT UNDER THIS AGREEMENT; PROVIDED, WHICH HOWEVER, PURSUANT TO SECTION 16.4 BELOW, BUYER DOES NOT WAIVE ANY OF ITS RIGHTS TO SEEK DAMAGES FOR SELLER’S BREACH OF ANY OF ITS REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS AGREEMENT, SO LONG AS BUYER FIRST OBTAINS ACTUAL KNOWLEDGE OF SUCH BREACH AFTER THE CLOSING, OR FOR ANY BREACH OF SELLER’S OBLIGATIONS OR COVENANTS SET FORTH IN THIS AGREEMENT THAT EXPRESSLY SURVIVE THE CLOSING, SO LONG AS BUYER FIRST OBTAINS ACTUAL KNOWLEDGE OF SUCH BREACH AFTER THE CLOSING, AND (C) UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY, BUYER’S RIGHT TO BRING ANY ACTION THAT WOULD BE IMPRACTICAL IN ANY WAY AFFECT TITLE TO OR EXTREMELY DIFFICULT RIGHT OF POSSESSION OF ALL OR ANY PORTION OF THE PROPERTY. EACH OF BUYER AND SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389 AND ANY SIMILAR STATE OR FEDERAL STATUTE. BUYER ACKNOWLEDGES AND AGREES THAT PRIOR TO FIXTHE CLOSING, THAT BUYER SHALL NOT HAVE ANY RIGHT, TITLE OR INTEREST IN AND TO THE ▇PROPERTY OR ANY PORTION THEREOF UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY. EACH OF BUYER AND SELLER HEREBY EVIDENCES ITS SPECIFIC AGREEMENT TO THE TERMS OF THIS WAIVER BY PLACING ITS SIGNATURE OR INITIALS IN THE SPACE PROVIDED HEREINAFTER. -30- ▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF Realty, L.P. - Purchase Agreement Santa Fe Summit /s/ RNW /s/ JH THR BUYER’S INITIALS SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’S INITIALS

Default by Buyer. IF IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION FAILS TO ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A MATERIAL BREACH OF THIS AGREEMENT BY BUYER WHICH RESULTS IN SUCH EVENTTHE CLOSE OF ESCROW NOT OCCURRING, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY ALL OTHER CLAIMS TO DAMAGES OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OTHER REMEDIES IN RESPECT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEDEPOSIT IS NOT INTENDED AS A PENALTY, SELLER BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL HAVE THE LIMIT SELLER'S RIGHT TO TERMINATE THIS AGREEMENT RECEIVE REIMBURSEMENT FOR COSTS AND THE ESCROW BY WRITTEN NOTICE EXPENSES PURSUANT TO ESCROW AGENTSECTION 18.5 BELOW, WHEREUPON SELLER NOR WAIVE OR AFFECT BUYER'S INDEMNITY AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL ANDCONFIDENTIALITY OBLIGATIONS. 753659.08/OR PURCHASE THE PROPERTYWLA 374981-00001/4-20-16/pjr/pjr -21- Agreement of Purchase and Sale [20333 South Normandie Avenue] [Bridge Acquisition, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE LLC] _________________________ ________________________ SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF INITIALS BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerINITIALS

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT BUYER BREACHES ANY OF BUYER'S BREACH THE MATERIAL TERMS OR PROVISIONS OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN ANY MATERIAL RESPECT AND BUYER FAILS TO CURE SUCH BREACH WITHIN TEN (10) DAYS AFTER SELLER PROVIDES BUYER AND ESCROW AGENT WITH WRITTEN NOTICE THEREOF (A “BUYER DEFAULT”), AND PROVIDED SELLER IS NOT THEN IN DEFAULT, THEN SELLER MAY WAIVE SUCH BREACH AND PROCEED TO CONSUMMATE THIS TRANSACTION IN ACCORDANCE WITH THE SPACE PROVIDED BELOW THAT: (I) TERMS HEREOF, OR SELLER MAY, AS ITS EXCLUSIVE REMEDY, TERMINATE THIS AGREEMENT AND RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR THE ACCEPTANCE OF THIS AGREEMENT AND FOR TAKING THE PROPERTY OFF THE MARKET, AND NOT AS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY PENALTY. BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT DIFFICULT, IF NOT IMPOSSIBLE, TO FIXASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ANY OF ITS OBLIGATIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND THE PARTIES AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S SUCH DAMAGES UNDER THE CIRCUMSTANCES IS AN AMOUNT EQUAL TO THE DEPOSIT AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF A BUYER DEFAULT, SELLER MAY RETAIN THE DEPOSIT AND EACH CLOSING EXTENSION FEE ACTUALLY DEPOSITED INTO ESCROW AS LIQUIDATED DAMAGES. THE PAYMENT AND RETENTION OF SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN AMOUNT AS LIQUIDATED DAMAGES IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY INTENDED AS A RESULT FORFEITURE OR PENALTY WITHIN THE MEANING OF SUCH DEFAULT; AND (II) AS A RESULT CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING IS NOT INTENDED TO PERTAIN TO OR LIMIT BUYER’S LIABILITY FOR ANY BREACH OCCURRING AFTER THE CLOSING, OR FOR INDEMNITY OBLIGATIONS OF BUYER'S BREACH OF BUYER EXPRESSLY SET FORTH IN THIS AGREEMENT (FOR WHICH SELLER SHALL HAVE ALL RIGHTS AND FAILURE OF REMEDIES AVAILABLE AT LAW OR IN EQUITY WITH RESPECT TO SUCH OBLIGATIONS) OR THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, ENVIRONMENTAL AGREEMENT (FOR WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES SET FORTH THEREIN). IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND BUYER TAKES ANY ACTION, OTHER THAN AS PERMITTED UNDER APPLICABLE LAW IN CONNECTION WITH A GOOD FAITH DISPUTE, WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER ACTION WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY THAT BUYER DOES NOT HAVE THE RIGHT TO FILE UNDER APPLICABLE LAW), THEN NOTWITHSTANDING THE PARAGRAPH IMMEDIATELY ABOVE, SELLER’S REMEDIES SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, THOSE DESCRIBED IN THE PARAGRAPH IMMEDIATELY ABOVE, AND THE NAMED BUYER (AND ANY PERMITTED ASSIGNEE OF BUYER’S INTEREST HEREUNDER) SHALL ALSO BE LIABLE FOR A SEPARATE BREACHALL LOSS, IF ANYCOST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTSUCH ACTION BY BUYER. /s/ JCM/WB /s/ SA ---------- ------- Seller’s Initials of Seller Initials of Buyer’s Initials

Default by Buyer. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THIS THE TRANSACTION FAILS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO OCCUR ON OR BEFORE ESTIMATE THE CLOSING DATE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S BREACH ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING LIQUIDATED DAMAGES PROVIDED FOR IN THIS AGREEMENT SECTION (I.E., THE DEPOSIT IN THE SPACE PROVIDED BELOW THAT: (IAMOUNT OF $500,000 PLUS ANY ACCRUED INTEREST THEREON) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS REPRESENT A REASONABLE RELATIONSHIP TO ESTIMATE OF THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER WILL INCUR AS THE A RESULT OF SUCH FAILURE AND SUCH LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY AS A RESULT OF ANY DEFAULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS ; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHTS UNDER SECTION 26.6, NOR WAIVE OR AFFECT BUYER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL NOR WAIVE OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF AFFECT SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE ’S RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW SPECIFICALLY ENFORCE (WITHOUT DAMAGES) BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY WRITTEN NOTICE OR FOR BUYER PURSUANT TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT (I.E., $500,000 PLUS ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS EXPRESSLY SET FORTH ABOVE WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF BUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. Buyer’s Initials: /s/ JCM/WB JK Seller’s Initials: /s/ SA ---------- ------- Initials of Seller Initials of BuyerPB

Default by Buyer. IF If the Closing does not occur as a result of a default by Buyer, then (i) Buyer shall pay all escrow cancellation charges, (ii) to the extent it has not previously been delivered to Seller, the Title Company shall deliver Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) of the ▇▇▇▇▇▇▇ Money (the “Non-Refundable ▇▇▇▇▇▇▇ Money”) to Seller as its full and complete liquidated damages and its sole and exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Sections 4(c), 15(f) and 15(l), and to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision), (iii) the Title Company shall return the balance of the ▇▇▇▇▇▇▇ Money (and any interest thereon) to Seller, and (iv) this Agreement shall terminate. If the transaction is not consummated because of a default by Buyer, the Non-Refundable ▇▇▇▇▇▇▇ Money shall be paid to and retained by Seller as liquidated damages and the remaining amount of the ▇▇▇▇▇▇▇ Money in excess of such liquidated damages amount, plus any interest on the ▇▇▇▇▇▇▇ Money, shall be returned to Buyer. THE CLOSING PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF THIS TRANSACTION FAILS A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTDETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THAT THE SPACE PROVIDED BELOW THAT: (I) THE NON-REFUNDABLE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A PARTIES’ REASONABLE ESTIMATE OF SELLER'S ’S DAMAGES (IN SUCH EVENT, ADDITION TO ANY FEES AND THAT THE REMEDY PROVIDED FOR HEREIN COSTS TO WHICH SELLER IS NOT A PENALTY OR FORFEITURE ENTITLED UNDER SECTION 15(l)) AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND ’S EXCLUSIVE REMEDY HEREUNDER AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX ; PROVIDED, HOWEVER, NOTHING HEREIN SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, RELIEVE BUYER OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS INDEMNITY OBLIGATIONS OF BUYER UNDER SECTIONS 4(c) AND 15(f), WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials Notwithstanding anything to the contrary contained in this Section 14(c), in the event of (i) Buyer’s default under this Agreement, (ii) a termination of this Agreement by Buyer, or (iii) a termination of this Agreement by Seller Initials as a result of a default on the part of Buyer, Seller shall have all remedies available at law or in equity if subsequent to or in connection with any of the foregoing events in subphrases (i), (ii) or (iii) Buyer or any Person related to or affiliated with Buyer asserts any claims or right to the Property that (x) delays or prevents Seller from having clear, indefeasible, and marketable title to the Property or (y) constitutes slander of title to the Property. In all other events, Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(c), 15(f) and 15(l) hereof. If 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 Agreement. INITIALS: Seller _____ Buyer _____

Default by Buyer. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THIS THE TRANSACTION FAILS HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO OCCUR ON OR BEFORE ESTIMATE THE CLOSING DATE DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER'S BREACH ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT OR LIMIT BUYER’S RELEASE OR INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE RELEASE AND INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT BUYER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR BUYER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, BUYER AND SELLER DO HEREBY AGREE BY INITIALING THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA. CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR BUYER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF BUYER’S DEPOSIT AS PROVIDED HEREUNDER), NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE SPACE PROVIDED BELOW THAT: (I) OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER, OR TO EXERCISE ITS RIGHTS AND REMEDIES UNDER SURVIVING INDEMNITY PROVISIONS. Buyer’s Initials: Stephen Coree Seller’s Initials: ▇▇▇▇▇ ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON DUE SOLELY TO A BUYER DEFAULT (ALL OF THE CONDITIONS TO BUYER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR BEFORE WAIVED) AND IF SUCH DEFAULT IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS AFTER BUYER’S RECEIPT OF WRITTEN NOTICE THEREOF, SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE CLOSING DATE AS A RESULT SPECIAL NATURE OF BUYER'S BREACH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH (ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED), AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY. SELLER HEREBY WAIVES ALL THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS’ FEES OR OTHER LEGAL COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR EQUITABLE REMEDIES AGAINST (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3 AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF 14 HEREOF. SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Seller’s Initials: _____________ Buyer’s Initials: _____________

Default by Buyer. IF BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT, IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION ESCROW FAILS TO OCCUR ON OR BEFORE DUE TO A BUYER DEFAULT (ALL OF THE CLOSING DATE AS A RESULT OF CONDITIONS TO BUYER'S BREACH OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER WILL SUFFER DAMAGES IN AN AMOUNT WHICH WILL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE SPECIAL NATURE OF THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. IN ADDITION, BUYER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF BUYER TO SELLER IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, AND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A BUYER DEFAULT. BUYER AND SELLER, AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND AGREE THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES REPRESENTS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, WHICH SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER WILL SUSTAIN IN THE EVENT OF SUCH BREACHBUYER DEFAULT. BUYER AND SELLER HEREBY AGREE THAT SELLER MAY, IN THE EVENT THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A BUYER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL NOT BE DEEMED TO CONSTITUTE A FOREFEITURE OR PENALTY. NOTHING IN THIS SECTION 13.1 SHALL (A) PREVENT OR PRECLUDE ANY RECOVERY OF ATTORNEYS' FEES OR OTHER COSTS INCURRED BY SELLER PURSUANT TO SECTION 15.5 OR (B) IMPAIR OR LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF THE INDEMNIFICATION OBLIGATIONS OF BUYER CONTAINED IN SECTIONS 4.3.1 AND 14 HEREOF. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 13.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENTBE BOUND BY ITS TERMS. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Seller's Initials: _____________ Buyer's Initials: WLO -------------

Default by Buyer. IF In the event that this transaction fails to close by reason of any default by Buyer, all ▇▇▇▇▇▇▇ Money shall be forfeited by Buyer and released from escrow to Seller. NOTWITHSTANDING ANYTHING TO THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF CONTRARY CONTAINED IN THIS AGREEMENT, IF THE PARTIES ACKNOWLEDGE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A DEFAULT BY BUYER HEREUNDER, THEN BUYER SHALL HAVE NO FURTHER RIGHT TO PURCHASE ALL OR ANY PORTION OF THE PROPERTY FROM SELLER, AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) SELLER SHALL BE ENTITLED TO RECEIVE FROM BUYER THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH AS SELLER’S LIQUIDATED DAMAGES. THE PARTIES ESTIMATE MAY AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS THE A RESULT OF BUYER'S DEFAULT ’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT. IN ADDITION, BUYER DESIRES TO LIMIT THE PERFORMANCE AMOUNT OF ITS OBLIGATIONS UNDER DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, WHICH AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXFOR A BREACH OF THIS AGREEMENT. THEREFORE, THE PARTIES AGREE THAT UNDER THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN REPRESENT A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTYFAILURE, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER REMEDY, EXCEPT FOR BUYER’S OBLIGATIONS TO INDEMNIFY SELLER AS PROVIDED IN THIS AGREEMENT, WHICH SHALL REMAIN REMEDIES OF SELLER IN ADDITION TO LIQUIDATED DAMAGES. THE EVENT PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH BREACHLIQUIDATED DAMAGES IS NOT INTENDED TO BE AND SHALL NOT CONSTITUTE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE AND REPRESENT LIQUIDATED DAMAGES TO SELLER. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE IN THIS SECTION AND ANY RELATED OR AFFILIATED ENTITYTHE FACT THAT SUCH PARTY WAS REPRESENTED BY COUNSEL OF ITS OWN CHOOSING WHO, AGENT OR REPRESENTATIVEAT THE TIME THIS AGREEMENT WAS MADE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. EXPLAINED THE FOREGOING PROVISIONS CONSEQUENCES OF THIS ARTICLE IX SHALL SECTION TO IT. THIS SECTION DOES NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACHLIMIT BUYER’S OBLIGATIONS WHICH, IF ANY13 - Purchase and Sale Agreement AS OTHERWISE PROVIDED HEREIN, OF SURVIVE THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS TERMINATION OF THIS AGREEMENT. BUYER’S INITIALS: _/s/ JCM/WB ST___ SELLER’S INITIALS: _/s/ SA ---------- ------- Initials of Seller Initials of BuyerBC___

Default by Buyer. IF IN THE EVENT CLOSING DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE ANY MATERIAL DEFAULT OF BUYER FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND SUCH DEFAULT REMAINS UNCURED AS OF THE CLOSING DATE (A “BUYER DEFAULT”), BUYER AND SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLERS MAY SUFFER. THEREFORE BUYER AND SELLERS DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLERS WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY DEFAULTS FOLLOWING THE EXPIRATION OF THE DUE DILIGENCE PERIOD AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTIES IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, TOGETHER WITH THE ACCRUED INTEREST THEREON; AND, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLERS AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A RESULT OF BUYER'S MATERIAL BREACH OF THIS AGREEMENTAGREEMENT BY ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇, ▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ The Charleston Cedar Hills, Utah BUYER FOLLOWING THE EXPIRATION OF SELLER'S THE DUE DILIGENCE PERIOD WHICH RESULTS IN CLOSING NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT RESPECT OF BUYER'S ’S MATERIAL BREACH OF THIS AGREEMENT AND FAILURE FOLLOWING THE EXPIRATION OF THE CLOSING TO OCCUR ON OR BEFORE DUE DILIGENCE PERIOD BEING HEREIN EXPRESSLY WAIVED BY SELLERS. SUCH PAYMENT OF THE CLOSING DATEDEPOSIT IS NOT INTENDED AS A PENALTY, SELLER BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL HAVE THE LIMIT ANY SELLER’S RIGHT TO TERMINATE THIS AGREEMENT RECEIVE REIMBURSEMENT FOR COSTS AND EXPENSES PURSUANT TO SECTION 14.11 BELOW, NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS THAT EXPRESSLY SURVIVE THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS TERMINATION OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerBY THEIR SEPARATELY INITIALING THIS SECTION 13.2 BELOW, BUYER AND EACH SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. THE PROVISIONS OF THIS SECTION 13.2 SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION BUYER FAILS TO OCCUR ON OR BEFORE PURCHASE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE PARTIES ACKNOWLEDGE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THAT BASED UPON THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENTCIRCUMSTANCES NOW EXISTING, WHICH DAMAGES KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF ESTABLISH SELLER'S ’S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT BY REASON OF SUCH DEFAULT; AND (II) AS A RESULT OF DEFAULT BY BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE. ACCORDINGLY, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, BUYER AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AGREE THAT IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS LIQUIDATED DAMAGES. IN CONSIDERATION OF THE RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW AND EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT. SELLER EXPRESSLY WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST CLAIMS FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, PUNITIVE AND CONTRACTUAL DAMAGES. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. UNDERSTAND THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY SECTION 7.4.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /S/GC BC /S/ DW SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’S INITIALS BUYER’S INITIALS

Default by Buyer. THE PARTIES HAVE DETERMINED THAT IF BUYER DEFAULTS UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW, AFTER THE CLOSING END OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTCONTEMPLATED HEREUNDER, THE PARTIES ACKNOWLEDGE DAMAGES TO SELLER WILL BE EXTREMELY DIFFICULT AND AGREE BY INITIALING IMPRACTICAL TO ASCERTAIN. IN ADDITION, BUYER WISHES TO LIMIT ITS LIABILITY IN THE EVENT THAT BUYER DEFAULTS UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW FOR THE PURCHASE OF THE PROJECT, AND SELLER HAS AGREED TO A LIMITATION. THE PARTIES THUS AGREE THAT SHOULD BUYER DEFAULT UNDER THIS AGREEMENT BY FAILING TO CLOSE ESCROW, AFTER THE END OF THE INSPECTION PERIOD, FOR THE PURCHASE OF THE PROJECT AS CONTEMPLATED HEREUNDER, THE SOLE AND EXCLUSIVE REMEDY OF SELLER, AT LAW OR IN THE SPACE PROVIDED BELOW THAT: (I) EQUITY, SHALL BE TO RECOVER ALL OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THEN DEPOSITED BY BUYER INTO ESCROW (AND ANY INTEREST EARNED THEREON IN ESCROW), LESS THE DAMAGES AMOUNT OF ALL ESCROW AND TITLE FEES OR CHARGES INCURRED IN CONNECTION WITH THE ESCROW, WHICH THE PARTIES ESTIMATE MAY HERETO AGREE TO BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, BE INCURRED BY SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACHDEFAULT. SELLER WAIVES ALL SUCH SUM SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER, WHICH IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT WHICH IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 8.2 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER LEGAL PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, (B) ATTORNEYS’ FEES AND COSTS INCURRED IN ENFORCING THIS AGREEMENT, (C) OBLIGATIONS WHICH BY THEIR TERMS SURVIVE CLOSE OF ESCROW, OR EQUITABLE REMEDIES AGAINST (D) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 8.2 BELOW, BUYER AND ANY RELATED OR AFFILIATED ENTITYSELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER AND THAT EACH PARTY HAS BEEN AFFORDED THE OPPORTUNITY TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. CONSULT WITH COUNSEL TO REVIEW THE FOREGOING PROVISIONS CONSEQUENCES OF THIS ARTICLE IX LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. THIS SECTION 8.2 SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF SURVIVE THE CONFIDENTIALITY AND/CLOSING OR INDEMNIFICATION PROVISIONS ANY BREACH OR TERMINATION OF THIS AGREEMENT. Seller’s Initials /s/SP /s/SP /s/SP Buyer’s Initials /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerDP

Default by Buyer. IF IN THE EVENT OF ANY PRE-CLOSING OF THIS TRANSACTION FAILS DEFAULT BY BUYER HEREUNDER (SUBJECT TO OCCUR ON NOTICE FROM SELLER AND A REASONABLE OPPORTUNITY TO CURE SUCH DEFAULT), SELLER SHALL BE ENTITLED TO RECEIVE, AS FIXED AND LIQUIDATED DAMAGES AND AS SELLER’S SOLE REMEDY HEREUNDER, AT LAW OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTIN EQUITY, THE PARTIES ACKNOWLEDGE DEPOSIT, EXCEPT THAT THE FOREGOING SHALL NOT APPLY TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER OR BUYER’S OBLIGATIONS UNDER SECTION 4.1 (IN CONNECTION WITH WHICH, BUYER’S LIABILITY SHALL BE LIMITED TO SELLER’S ACTUAL DAMAGES). BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE PARTIES EVENT BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED. BUYER AND SELLER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE MAY BE SUFFERED BY OF THE NET DETRIMENT THAT SELLER AS WOULD SUFFER IN THE RESULT EVENT OF BUYER'S ’S DEFAULT IN THE PERFORMANCE OR BREACH HEREUNDER PRIOR TO CLOSING IS AN AMOUNT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, EQUAL TO THE EXTENT NOT ALREADY SO RELEASED) AS DEPOSIT WHICH SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, WHICH DAMAGES . THE FOREGOING SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN WITH RESPECT TO THE EVENT OF SUCH BREACHFOREGOING. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF SELLER’S INITIALS BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’S INITIALS

Default by Buyer. IF IN THE EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF THIS TRANSACTION A DEFAULT IN BUYER’S OBLIGATIONS HEREUNDER THAT BUYER HAS FAILED TO CURE FOR A PERIOD IN EXCESS OF FIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN PROVIDED BY SELLER TO BUYER (PROVIDED THAT NO SUCH NOTICE SHALL BE REQUIRED WHERE BUYER FAILS TO OCCUR ON PERFORM ITS OBLIGATIONS (DELIVERY OF DOCUMENTS AND/OR BEFORE THE PURCHASE PRICE FUNDS) AT CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENTHEREUNDER), THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), THE DEPOSIT AND ANY ACCRUED INTEREST THEREON. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES IN SUCH EVENT, AND THAT FOR THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH RETENTION OF THE CLOSING DEPOSIT BY SELLER IS INTENDED TO OCCUR ON CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR BEFORE PENALTY WITHIN THE CLOSING DATEMEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. UPON SUCH DEFAULT BY BUYER, SELLER THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, COLLECT SUCH LIQUIDATED DAMAGES TO THE EXTENT NOT ALREADY SO RELEASED) RELEASED TO SELLER FROM ESCROW AS MAY BE ALLOWED HEREIN. NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT AND RECEIPT BY SELLER OF LIQUIDATED DAMAGES, WHICH DAMAGES BUYER SHALL NOT BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT RELIEVED OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL AGREEMENT (INCLUDING, BUT NOT APPLY TO SELLER'S RIGHTS LIMITED TO, PARAGRAPHS 7(a)(ii)(B) AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT18). /s/ JCM/WB /s/ SA ---------- ------- [ILLEGIBLE] Buyer’s Initials of Seller Initials of BuyerSeller’s Initials

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION BUYER FAILS TO OCCUR ON OR BEFORE PURCHASE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH PROPERTY WHEN IT IS OBLIGATED TO DO SO UNDER THE TERMS OF THIS AGREEMENT, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RETAIN THE PARTIES ACKNOWLEDGE DEPOSIT AS “LIQUIDATED DAMAGES.” BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THAT BASED UPON THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENTCIRCUMSTANCES NOW EXISTING, WHICH DAMAGES KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF ESTABLISH SELLER'S ’S DAMAGES IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT BY REASON OF SUCH DEFAULT; AND (II) AS A RESULT OF DEFAULT BY BUYER'S BREACH OF THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE. ACCORDINGLY, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, BUYER AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER AGREE THAT IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST DEFAULT BY BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS LIQUIDATED DAMAGES. IN CONSIDERATION OF THE FOREGOING RIGHT TO RECEIVE PAYMENT OF THE LIQUIDATED DAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. CONSEQUENTLY, THE LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW AND EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER’S DEFAULT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY PARAGRAPH 7.5.1 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. ______________________SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of Buyer’S INITIALS ____________________BUYER’S INITIALS

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE EVENT THE CLOSE OF ESCROW AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP BY REASON OF ANY DEFAULT OR BREACH BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, IN THE PARTIES ESTIMATE MAY BE SUFFERED EVENT OF ANY DEFAULT OR BREACH BY BUYER WHICH DELAYS THE CLOSE OF ESCROW OR INTERFERES WITH THE CONSUMMATION OF THE TRANSACTION, WHICH DEFAULT OR BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS AFTER WRITTEN NOTICE IS GIVEN BY SELLER AS THE RESULT OF TO BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER , THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, AGREEMENT SHALL TERMINATE AND BUYER AND SELLER DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S ’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE ENTIRE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) TOGETHER WITH ANY OTHER SUMS PAID OR RELEASED TO SELLER UNDER THIS AGREEMENT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES IN SUCH EVENT, AND THAT FOR THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER NEITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENTANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, EACH TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN OTHER EXCEPT FOR THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerESCROW HOLDER.

Default by Buyer. IF THE CLOSING OF THIS TRANSACTION FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE SPACE PROVIDED BELOW THAT: (I) EVENT OF A FAILURE TO CONSUMMATE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TRANSACTION DUE TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE ’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF SELLER AS PROVIDED IN THIS AGREEMENT TO FAIL TO BE SATISFIED, WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO FIXDETERMINE. AFTER NEGOTIATION, THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE OPTION FEE IS A REASONABLE ESTIMATE OF SELLER'S THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULT; AND (II) AS A RESULT EVENT OF BUYER'S ’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILURE OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATE, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY WRITTEN NOTICE TO ESCROW AGENT, WHEREUPON SELLER AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF SELLER AS LIQUIDATED DAMAGESPROVIDED IN THIS AGREEMENT TO FAIL TO BE SATISFIED. IN THE EVENT BUYER FAILS TO COMPLETE THE PURCHASE OF THE PURCHASED INTERESTS UPON THE SATISFACTION OF BUYER’S OBLIGATIONS SET FORTH IN THIS AGREEMENT, WHICH DAMAGES SHALL BE SELLER'S ’S SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE TO TERMINATE THIS AGREEMENT, IN WHICH EVENT THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OPTION FEE PAID BY BUYER UNDER THE OPTION AGREEMENT SHALL BE LIQUIDATED DAMAGES AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENTAGREEMENT EXCEPT AS PROVIDED IN SECTION 9.6. THE FOREGOING PROVISIONS PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR A PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. BY PLACING THEIR 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 AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS ARTICLE IX SHALL LIQUIDATED DAMAGES PROVISION. THIS SECTION 7.1 IS NOT APPLY INTENDED TO SELLER'S LIMIT EITHER PARTY’S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerUNDER SECTION 9.2.

Default by Buyer. IF IN THE CLOSING OF EVENT THAT THE ESCROW AND THIS TRANSACTION FAILS FAIL TO OCCUR ON OR BEFORE THE CLOSING DATE CLOSE AS A RESULT OF BUYER'S BREACH THE DEFAULT OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER AS THE RESULT OF BUYER'S DEFAULT BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH PROVIDED THAT SELLER IS READY, WILLING AND ABLE TO CLOSE, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICAL IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, FIX AND THAT THE ▇▇▇▇▇▇▇ MONEY AMOUNT OF THE DEPOSIT CONSTITUTES A REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SELLER'S DAMAGES SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN SUCH EVENT, THE EVENT THAT ESCROW AND THAT THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF SUCH DEFAULT; AND (II) THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER'S BREACH OF THIS AGREEMENT ’S DEFAULT AND FAILURE OF THE CLOSING SELLER IS READY, WILLING AND ABLE TO OCCUR ON OR BEFORE THE CLOSING DATEPERFORM ITS OBLIGATIONS HEREUNDER, SELLER SHALL HAVE THE RIGHT TO TERMINATE THEN (1) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW BY WRITTEN NOTICE CREATED HEREBY SHALL TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO ESCROW AGENTBUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, WHEREUPON SELLER AND (3) ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER DELIVER THE DEPOSIT THEN HELD BY ESCROW AGENT TO SELL AND/OR PURCHASE THE PROPERTYSELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND SELLER THE SAME SHALL RETAIN BE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE FULL, AGREED AND LIQUIDATED DAMAGES. THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, WHICH BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH1677. SELLER HEREBY WAIVES ALL OTHER LEGAL THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. NOTHING CONTAINED IN THIS SECTION IS INTENDED TO WAIVE OR EQUITABLE OTHERWISE LIMIT SELLER’S REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AGAINST BUYER AND ANY RELATED ARISING OUT OF SECTION 3.7 HEREOF OR AFFILIATED ENTITY, AGENT WAIVE OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER OTHERWISE LIMIT SELLER’S RIGHTS TO OBTAIN SPECIFIC PERFORMANCE FROM BUYER ALL COSTS AND EXPENSES OF BUYER'S OBLIGATIONS ENFORCING ITS RIGHTS UNDER THIS AGREEMENT, INCLUDING ATTORNEYS’ FEES AND COSTS. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- /int./ JL /int./ PN Seller’s Initials of Seller Initials of Buyer’s Initials

Default by Buyer. IF IN THE CLOSING EVENT THE CLOSE OF THIS TRANSACTION FAILS TO ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE AS A RESULT HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER'S BREACH OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE BUYER AND SELLER AGREE BY INITIALING THIS AGREEMENT IN THE SPACE PROVIDED BELOW THAT: (I) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT BEARS A REASONABLE RELATIONSHIP THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH THE PARTIES ESTIMATE SELLER MAY BE SUFFERED BY SUFFER. THEREFORE BUYER AND SELLER AS THE RESULT OF BUYER'S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, DO HEREBY AGREE THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT CONSTITUTES A REASONABLE ESTIMATE OF SELLER'S DAMAGES THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCH EVENTTHE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSIT, AND THAT TOGETHER WITH THE REMEDY PROVIDED FOR HEREIN IS NOT A PENALTY OR FORFEITURE AND IS A REASONABLE LIMITATION ON BUYER'S POTENTIAL LIABILITY AS A RESULT OF SUCH DEFAULTACCRUED INTEREST THEREON; AND , AS SELLER’S SOLE AND EXCLUSIVE REMEDY (II) WHETHER AT LAW OR IN EQUITY), SAID AMOUNT SHALL BE DISBURSED TO SELLER AS THE FULL, AGREED AND LIQUIDATED DAMAGES FOR A RESULT OF BUYER'S BREACH OF THIS AGREEMENT AND FAILURE BY BUYER WHICH RESULTS IN THE CLOSE OF ESCROW NOT OCCURRING, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF BUYER’S BREACH OF THIS AGREEMENT BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH PAYMENT OF THE CLOSING TO OCCUR ON OR BEFORE THE CLOSING DATEDEPOSIT IS NOT INTENDED AS A PENALTY, SELLER BUT AS FULL LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION SHALL HAVE THE LIMIT SELLER’S RIGHT TO TERMINATE THIS AGREEMENT RECEIVE REIMBURSEMENT FOR COSTS AND THE ESCROW BY WRITTEN NOTICE EXPENSES PURSUANT TO ESCROW AGENTSECTION 18.5 BELOW, WHEREUPON SELLER NOR WAIVE OR AFFECT BUYER’S INDEMNITY AND ESCROW AGENT SHALL THEREUPON BE RELEASED FROM THEIR RESPECTIVE OBLIGATIONS THEREUNDER TO SELL AND/OR PURCHASE THE PROPERTY, AND SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR ESCROW AGENT SHALL RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER, TO THE EXTENT NOT ALREADY SO RELEASED) AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER IN THE EVENT OF SUCH BREACH. SELLER WAIVES ALL OTHER LEGAL OR EQUITABLE REMEDIES AGAINST BUYER AND ANY RELATED OR AFFILIATED ENTITY, AGENT OR REPRESENTATIVE, INCLUDING ANY RIGHT OF SELLER TO OBTAIN SPECIFIC PERFORMANCE OF BUYER'S OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING PROVISIONS OF THIS ARTICLE IX SHALL NOT APPLY TO SELLER'S RIGHTS AND REMEDIES FOR A SEPARATE BREACH, IF ANY, OF THE CONFIDENTIALITY AND/OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT. /s/ JCM/WB /s/ SA ---------- ------- Initials of Seller Initials of BuyerOBLIGATIONS.