Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF PURCHASER FAILS SHALL DEFAULT IN ITS OBLIGATIONS UNDER THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR PURCHASER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER CLOSING DATE), PURCHASER AGREES THAT SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT CONTRACT AND RECEIVE HAVE THE DEPOSIT ESCROW AGENT DELIVER THE ▇▇▇▇▇▇▇ MONEY TO SELLER AS LIQUIDATED DAMAGES TO COMPENSATE SELLER FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER TIME SPENT, LABOR AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAINSERVICES PERFORMED, AND THE AMOUNT LOSS OF ITS BARGAIN. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE DAMAGES WITH CERTAINTY IF PURCHASER SO DEFAULTS AND THAT THE DEPOSIT IS ▇▇▇▇▇▇▇ MONEY REPRESENTS A REASONABLE ESTIMATE THEREOFOF SELLER’S DAMAGES. NOTWITHSTANDING SELLER AGREES TO ACCEPT THE FOREGOING▇▇▇▇▇▇▇ MONEY AS SELLER’S SOLE REMEDY IF PURCHASER DEFAULTS IN ITS OBLIGATIONS UNDER THIS CONTRACT, SELLER SHALL RETAIN WAIVING ALL ITS OTHER RIGHTS PURSUANT AND REMEDIES. THE FOREGOING IS NOT INTENDED TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY PURCHASER’S INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESOBLIGATIONS HEREUNDER.

Default by Purchaser. IF IF, AT CLOSING, PURCHASER FAILS SHALL FAIL TO CONSUMMATE THIS AGREEMENT THE TRANSACTION CONTEMPLATED HEREUNDER FOR ANY REASON OTHER THAN A DEFAULT OF THE SELLER, THE FAILURE OF A CONDITION SET FORTH IN SECTION 4.7 HEREOF OR A TERMINATION PURSUANT TO SECTION 7 HEREOF, THEN SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTACTUAL DAMAGES, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S OBLIGATIONS UNDER SECTION 10.24 HEREOF. SELLER: /s/ SB PURCHASER: /s/ AK

Default by Purchaser. ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT, INCLUDING ITS OBLIGATIONS TO MAKE ALL DEPOSITS ON OR BEFORE THE DATES PROVIDED FOR HEREIN. IF THE PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT MAKE ITS DEPOSITS INTO THE ESCROW ON OR BEFORE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER DATE SUCH DEPOSIT IS DUE AS PROVIDED FOR IN THIS AGREEMENTHEREIN, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER OR IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT ANY OTHER DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, THEN SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS EARNEST MONEY AND INSTRUMENTS EXECUTED AND DELIVERED THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO SELLER PURSUANT TO DAMAGES OR ANY OTHER REMEDY. THE TERMS AND CONDITIONS PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR A DEFAULT BY PURCHASER, WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE TERMS PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSELLER'S DAMAGES.

Default by Purchaser. IF In the event Purchaser defaults in its obligations to close the purchase of the Property, or in the event Purchaser otherwise defaults hereunder, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Except as is otherwise provided in the final sentence of this Section 18.2, with respect to Sections 6.1, 6.2, 6.3, 20 and 23 of this Agreement: Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. If after the Approval Date, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERPurchaser provides explicit written notice to Seller that Purchaser is unable or unwilling to proceed to Closing,, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGand such Seller shall be entitled to immediately collect the Deposit and shall not be obligated to proceed to Closing and present the Deed and the other conveyance documents as a condition to collecting the Deposit. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, INCLUDING BUT NOT LIMITED TOat law or in equity, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESin the event of a default by Purchaser pursuant to Sections 6.1, 6.2, 6.3, 20 or 23 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Default by Purchaser. IF ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT A DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY, AT LAWEXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IN EQUITYIMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. PURCHASER AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER ANY OF THE LIABILITY TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENTREASON WHATSOEVER, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT PURCHASER SHALL NOT BE ENTITLED TO ANY OBLIGATION OR REPRESENTATION RIGHTS OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF SETOFF UNDER THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESIN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (a) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (b) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (OTHER THAN THOSE MATTERS WHICH EXPRESSLY SURVIVE THE EARLY TERMINATION OF THIS AGREEMENT). NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED MATTERS WHICH EXPRESSLY SURVIVE CLOSING AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, THOSE MATTERS WHICH BY EXPRESSLY SURVIVE THE TERMS EARLY TERMINATION OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESAFTER TERMINATION.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSURVIVING TERMINATION OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT EQUITY AS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSURVIVING TERMINATION OBLIGATIONS.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, AND/OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING INCLUDING, BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. PURCHASER AND SELLERS HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLERS AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY AND WILL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLERS AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLERS’ REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) THE TITLE COMPANY SHALL PAY THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING OR THE TERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION. IN ADDITION, PRIOR TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF TERMINATING THIS AGREEMENT, OR SELLER SHALL HAVE THE RIGHT TO ELECT BY WRITTEN NOTICE TO PURCHASER AND THE TITLE COMPANY TO EXTEND THE CLOSING FOR UP TO FIVE (III5) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT BUSINESS DAYS TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR ALLOW PURCHASER TO CURE SUCH DEFAULT. SELLER’S INITIALS: _______ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS: _______

Default by Purchaser. IF ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT A DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTOF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE AND EXCLUSIVE REMEDY, AT LAW, OR IN EQUITY, EXCEPT FOR THOSE COVENANTS AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OBLIGATIONS OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT AS SET FORTH IN PARAGRAPHS 3.2, 7 AND 16. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND NOT AS A PENALTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN PARAGRAPH 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY PURCHASER OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR INDEMNITY WHICH SURVIVES THE CLOSING, INCLUDING BUT NOT LIMITED TOSELLER SHALL HAVE ALL RIGHTS AND REMEDIES AT LAW OR AT EQUITY, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESWITHOUT LIMITATION; PROVIDED, HOWEVER, IN NO EVENT SHALL PURCHASER'S LIABILITY UNDER ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION, REPRORATION, OBLIGATION OR INDEMNITY MADE HEREUNDER OR UNDER ANY CLOSING DOCUMENTS EXCEED $300,000 ("PURCHASER'S MAXIMUM LIABILITY").

Default by Purchaser. IF ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT PURCHASER FAILS TO CONSUMMATE CLOSE ON THE PURCHASE OF THE PROPERTY AS REQUIRED UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION THAT CERTAIN AGREEMENT OF THIS AGREEMENT SALE OF EVEN DATE HEREWITH BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AMMENDALE II LIMITED PARTNERSHIP AND PURCHASER THAT FOR PROPERTY COMMONLY KNOWN AS AMMENDALE II, BELTSVILLE, MARYLAND (THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, "AMMENDALE II CONTRACT") SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT WITH RESPECT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. IF CLOSING OCCURS HEREUNDER BUT, AT LAWTHE TIME OF CLOSING, PURCHASER IS IN DEFAULT OF ONE OR IN MORE OBLIGATIONS UNDER THIS AGREEMENT SELLER SHALL HAVE ALL RIGHTS AND REMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION, UPON CONDITION THAT SUCH RIGHTS ARE EXERCISED WITHIN NINE (9) MONTHS AFTER CLOSING, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL PURCHASER'S LIABILITY UNDER THIS AGREEMENT AND/OR UNDER THE AMMENDALE II CONTRACT EXCEED, IN THE AGGREGATE, THE SUM OF $400,000. PURCHASER AND NOTHING CONTAINED IN SELLER AGREE THAT THIS SECTION 12.1AGREEMENT SHALL BE CROSS DEFAULTED WITH THE AMMENDALE II CONTRACT, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) AND THAT ANY INDEMNITY PROVIDED WRONGFUL FAILURE TO CLOSE BY PURCHASER UNDER THE AMMENDALE II CONTRACT SHALL BE DEEMED A WRONGFUL FAILURE TO CLOSE UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF The parties acknowledge that in the event of a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine; therefore, the parties agree that the amount of the ▇▇▇▇▇▇▇ Money has been agreed upon, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) business days after the date of written notice (which written notice shall detail such failure), Seller shall be entitled to Terminate this Agreement by written notice to Purchaser of such termination and the ▇▇▇▇▇▇▇ Money deposited hereunder by Purchaser, together with all interest earned thereon, shall be paid to Seller within five (5) business days of such written notice of termination, as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement; provided that such liquidated damages shall not be a limitation upon any obligation of the Purchaser to indemnify and hold harmless the Seller contained in this Agreement. The obligations of Purchaser set forth in this Section 8.1 shall survive the termination of this Agreement. IN ADDITION, THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER FAILS AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO CONSUMMATE ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR AGREEMENT, AND THAT UNDER THE PERMITTED TERMINATION CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER THAT THIS PROVISION WILL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT PURCHASER’S INDEMNITY OBLIGATIONS AND SELLER’S RIGHTS TO THOSE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S OBLIGATIONS TO RETURN OR PROVIDE TO SELLER DOCUMENTS, REPORTS OR OTHER INFORMATION PROVIDED TO OR PREPARED BY OR FOR PURCHASER PURSUANT TO APPLICABLE PROVISIONS OF THIS AGREEMENT. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE LIQUIDATED DAMAGES AS SET FORTH ABOVE IN THIS SECTION 8.1. SAID AMOUNT WILL BE ENTITLEDTHE FULL, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AGREED AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTAGREEMENT BY PURCHASER. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT PAYMENT OF SUCH BREACH ARE IMPRACTICAL AMOUNT AS LIQUIDATED Purchaser’s Initials DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE TERMS AND CONDITIONS PROVISIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGWILL BE TERMINATED AND, INCLUDING BUT NOT LIMITED TOEXCEPT FOR PURCHASER’S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER (IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF PURCHASER’S DEPOSIT AS PROVIDED HEREUNDER), PROVISIONS REGARDING CONFIDENTIALITY 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 PURCHASER AND PAYMENT OF BROKERAGE FEES.ESCROW HOLDER. Seller’s initials Purchaser’s initials

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT AGREEMENT, WITH ALL OF PURCHASER’S CONDITIONS PRECEDENT BEING SATISFIED, FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, AND/OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER 724643206.7 17544974 PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING INCLUDING, BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. PURCHASER AND SELLERS HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLERS AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (ALONG WITH SELLERS’ CANCELLATION OF THIS AGREEMENT IN ACCORDANCE WITH MINNESOTA LAW)(WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLERS AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLERS’ REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. ALL EARNEST MONEY, IF ANY, DEPOSITED ▇▇ ▇▇▇UIRED TO BE DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT A DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTOF THE EARNEST MONEY, AT LAW, OR IN EQUITYIF ANY, AND NOTHING CONTAINED HAVE ▇▇▇ ▇▇▇HT TO RECEIVE ALL EARNEST MONEY, IF ANY, REQUIRED ▇▇ ▇▇ ▇EPOSITED (IF NOT SO DEPOSITED) AND THE INTEREST THEREON AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN THIS SECTION 12.1PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, WILL LIMIT IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE TERMS PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY, IF ANY, HAS BEEN ▇▇▇▇▇▇ UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSELLER'S DAMAGES.

Default by Purchaser. IF ALL ▇▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT ANY DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOING, PROVISIONS OF THIS AGREEMENT (PROVIDED PURCHASER SHALL NOT BE CONSIDERED IN DEFAULT UNDER THIS AGREEMENT IF IT HAS WITHIN FIVE (5) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM SELLER CURED ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY REQUIRED UNDER PARAGRAHS 17 AND 36.) SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS ▇▇▇▇▇▇▇ MONEY AND INSTRUMENTS EXECUTED THE INTEREST THEREON AS SELLER’S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND DELIVERED PURCHASER SHALL HAVE NO FURTHER RIGHTS TO SELLER PURSUANT TO PURCHASE THE TERMS AND CONDITIONS PROPERTY. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR A DEFAULT BY PURCHASER, WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE TERMS PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.SELLER’S DAMAGES. Seller’s Initials Purchaser’s Initials

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSURVIVING TERMINATION OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER'S REMEDIES AT LAW OR IN EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS, PROVIDED SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, SEEK ONLY ACTUAL DAMAGES AND NOT CONSEQUENTIAL OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY INDIRECT DAMAGES AS A RESULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE EARNEST MONEY DEPOSIT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQ▇▇▇▇▇▇▇ DAMAGES FOR THE FAILURE OF PURCHASER TO CLOSE AND CONSUMMATE THE TRANSACTIONS HEREIN CONTEMPLATED. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER'S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER; HOWEVER, SELLER RESERVES ITS RIGHTS TO LEGAL AND EQUITABLE DAMAGES AND REMEDIES FOR THE DEFAULT BY PURCHASER UNDER SECTION 12.18 HEREOF, THE FIFTH AND SIXTH PARAGRAPHS OF SECTION 4.3 HEREOF, AND PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT TO RETURN ALL MATERIALS AND INSTRUMENTS DELIVERED TO PURCHASER BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE AGENTS. THE DEPOSIT PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES FOR IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE BREACH MEANING OF THIS AGREEMENT. IT CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3389, BUT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE TERMS AND CONDITIONS PROVISIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGSHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, INCLUDING BUT NOT LIMITED TOEACH TO THE OTHER, PROVISIONS REGARDING CONFIDENTIALITY EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF SELLER RESERVED HEREIN, AND PAYMENT FOR THE RIGHT OF BROKERAGE FEES.SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. -------------------- PURCHASER'S INITIALS

Default by Purchaser. (a) If the Closing does not occur due to Purchaser's failure or inability to perform any of its obligations hereunder in any material respect, then Sellers, as their sole and exclusive remedy, shall elect either: (x) to terminate this Agreement and receive the Deposit (pro rata based on their Percentage Share) as liquidated damages for breaches occurring prior to the Closing Date, in which event (A) Sellers shall retain their right to enforce the Inspection Agreement, the Confidentiality Agreement and the provisions of Section 8.6 which expressly survive a termination of this Agreement, and (B) all other rights and obligations of Sellers and Purchaser hereunder (except those referenced in clause (A)) shall terminate immediately; or (y) to waive such matter or condition and proceed to Closing. (b) IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO SELLERS TERMINATE THIS AGREEMENT AS PROVIDED IN CLAUSE (x) OF SECTION 10.2(a) AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR (PRO RATA BASED ON THEIR PERCENTAGE SHARE), THE BREACH OF PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER SECTION 10.2(b) THAT: (I) IN THE EVENT OF SUCH BREACH ARE A DEFAULT, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; AND (II) THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED THEREON, BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF SUCH A DEFAULT, AND THE DEPOSIT AND INTEREST IS NOT AN AMOUNT WHICH IS UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS MADE (PURCHASER ACKNOWLEDGING AND AGREEING THAT PURCHASER HAS FULLY CONSIDERED THE PROVISIONS OF THIS SECTION 10.2(b) AND SUCH CIRCUMSTANCES PRIOR TO ENTERING INTO THIS AGREEMENT AND HAS CONSULTED WITH PURCHASER'S COUNSEL WITH RESPECT THERETO); AND (III) UPON DELIVERY TO ESCROW AGENT BY SELLERS' REPRESENTATIVE OF WRITTEN NOTICE OF THEIR ELECTION TO TERMINATE THIS AGREEMENT AS PROVIDED IN CLAUSE (i) OF SECTION 10.2(a) SELLERS SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING(PRO RATA BASED UPON THEIR PERCENTAGE SHARE), SELLER SHALL RETAIN TOGETHER WITH ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTINTEREST EARNED THEREON, AT LAW, OR IN EQUITYAS LIQUIDATED DAMAGES, AND NOTHING PURCHASER SHALL FORTHWITH INSTRUCT ESCROW AGENT TO RELEASE THE DEPOSIT AND ALL INTEREST EARNED THEREON TO SELLERS AND TO RETURN TO SELLERS ALL DOCUMENTS AND INSTRUMENTS THERETOFORE DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF THEM; PROVIDED, HOWEVER, THAT THE DEPOSIT SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY AMOUNTS OWED TO SELLERS BY PURCHASER AS A RESULT OF INDEMNITIES AND OTHER PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE ITS TERMINATION; AND PROVIDED FURTHER, THAT SELLERS SHALL BE ENTITLED TO RECOVER FROM PURCHASER ATTORNEYS' FEES AND OTHER OUT-OF-POCKET COSTS INCURRED BY THEM IN CONNECTION WITH THE ENFORCEMENT OR DEFENSE OF OBLIGATIONS CONTAINED IN THIS SECTION 12.110.2. IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, WILL LIMIT THE LIABILITY OF SELLERS AND PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR HAVE INITIALED BELOW: SELLERS:__________ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.:____________

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.TERMINATION SURVIVING OBLIGATIONS. ____________________________ ____________________________ Purchaser Initials Seller Initials

Default by Purchaser. IF PURCHASER IN THE EVENT ESCROW FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S CLOSE AFTER THE EXECUTION DATE DUE TO A DEFAULT OR THE PERMITTED TERMINATION OF UNDER THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL SHALL BE ENTITLED, AS ITS SELLER’S SOLE REMEDYAND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, TO TERMINATE THIS AGREEMENT AND RECEIVE RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTMADE BY PURCHASER. IT IS AGREED BETWEEN SELLER AND IN ADDITION, PURCHASER THAT THE ACTUAL DAMAGES SHALL DELIVER TO SELLER ALL REPORTS AND STUDIES CONDUCTED BY THIRD PARTIES ON BEHALF OF PURCHASER IN CONNECTION WITH ITS INVESTIGATION OF THE PROPERTY WITHOUT REPRESENTATION OR WARRANTY. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL ANY ESCROW FAILS TO ASCERTAINCLOSE AFTER THE EXECUTION DATE SOLELY DUE TO A DEFAULT BY PURCHASER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE TOTAL AMOUNT OF THE DEPOSIT IS A MADE BY PURCHASER HEREUNDER HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER PRIOR TO CLOSE OF ESCROW ON THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESPROPERTY.

Default by Purchaser. IF ALL OF THE CONDITIONS TO PURCHASER’S OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY PURCHASER AND IF PURCHASER FAILS SHOULD FAIL TO CONSUMMATE THIS AGREEMENT TRANSACTION FOR ANY REASON OTHER THAN SELLER’S DEFAULT DEFAULT, FAILURE OF A CONDITION TO PURCHASER’S OBLIGATION TO CLOSE, OR THE PERMITTED EXERCISE BY PURCHASER OF AN EXPRESS RIGHT OF TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR GRANTED HEREIN, SELLER’S SOLE REMEDY IN THIS AGREEMENT, SELLER WILL SUCH EVENT SHALL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN DAMAGES, SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL DEFAULT BY PURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE AMOUNT PARTIES’ BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY BY SELLER IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT INTENDED TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE TERMS CALIFORNIA CIVIL CODE, AND CONDITIONS SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THIS AGREEMENT, SECTION 3275 OR (III) SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSIMILAR PROVISION.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTIf the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with this Agreement after Seller has performed or tendered performance of all of its obligations in accordance with this Agreement, SELLER WILL BE ENTITLEDSeller, AS ITS SOLE REMEDYas its sole and exclusive remedy, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTshall be permitted to terminate this Agreement in which event the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY FROM ESCROW AGENT AS LIQUIDATED DAMAGES AND NOT AS A PENALTY IN FULL SATISFACTION OF ITS CLAIM AGAINST PURCHASER FOR FAILING TO CLOSE THE TRANSACTIONS CONTEMPLATED HEREIN. SELLER AND PURCHASER AGREE THAT SELLER’S DAMAGES RESULTING FROM PURCHASER’S DEFAULT ARE DIFFICULT AND IMPRACTICAL TO ASCERTAIN, ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY THE BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF PURCHASER’S DEFAULT AND THAT THE DEPOSIT IS ▇▇▇▇▇▇▇ MONEY REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT TO SELLER. THIS SECTION 8.2 SHALL SURVIVE A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO TERMINATION OF THIS AGREEMENT, AT LAW, OR IN EQUITY, AND . NOTHING CONTAINED HOWEVER IN THIS SECTION 12.1, WILL 8.2 SHALL LIMIT THE LIABILITY OR IMPAIR ANY OF SELLER’S RIGHTS AND REMEDIES AGAINST PURCHASER UNDER (I) FOR ANY INDEMNITY PROVIDED OTHER PRE-CLOSING DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S 'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTSURVIVING TERMINATION OBLIGATIONS. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT SELLER'S REMEDIES AT LAW OR IN EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS. IF SELLER SHALL RETAIN ALL ITS RIGHTS TERMINATES THIS AGREEMENT PURSUANT TO THIS AGREEMENTA RIGHT GIVEN TO IT HEREUNDER AND PURCHASER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, AT LAWEXCHANGE, TRANSFER, LEASE, DISPOSE OF OR IN EQUITYFINANCE ALL OR ANY PORTION OF THE PROPERTY OR TAKE ANY OTHER ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST ANY PORTION OF THE PROPERTY), THEN THE NAMED PURCHASER (AND NOTHING ANY PERMITTED ASSIGNEE OF PURCHASER’S INTEREST HEREUNDER) SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF SUCH ACTION TO CONTEST BY PURCHASER. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSECTION.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) THE TITLE COMPANY SHALL PAY THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR THE TERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION. SELLER’S INITIALS: _______ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS: _______

Default by Purchaser. IF PURCHASER FAILS DEFAULTS IN A MATERIAL OBLIGATION UNDER THIS AGREEMENT, SELLERS, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO CONSUMMATE (I) TERMINATE THIS AGREEMENT FOR WITH RESPECT TO ALL OF THE PROPERTIES AND, IN SUCH EVENT, NEITHER PARTY SHALL HAVE ANY REASON OTHER THAN SELLER’S DEFAULT FURTHER RIGHTS, OBLIGATIONS OR LIABILITIES HEREUNDER EXCEPT TO THE PERMITTED EXTENT THAT ANY RIGHT, OBLIGATION OR LIABILITY SET FORTH HEREIN EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE (2) RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLERS’ ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLERS WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITYTHE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO, AND NOTHING CONTAINED IN THIS SECTION 12.1DOES NOT, WILL LIMIT THE LIABILITY PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLERS HEREBY AGREE THAT PRIOR TO THEIR EXERCISE OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED RIGHTS OR REMEDIES AS A RESULT OF ANY MATERIAL DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OTHER THAN A DEFAULT OF SECTION 4.3 OR OF AN OBLIGATION TO BE PERFORMED ON THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED CLOSING DATE), SELLERS WILL FIRST DELIVER WRITTEN NOTICE OF SAID DEFAULT TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY AND IF PURCHASER SO ELECTS, PURCHASER SHALL HAVE THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGOPPORTUNITY, INCLUDING BUT NOT LIMITED TOTHE OBLIGATION, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER’S RECEIPT OF BROKERAGE FEES.SUCH NOTICE. SELLERS: BTK BTK PURCHASER: EB

Default by Purchaser. IF PURCHASER FAILS BREACHES ITS OBLIGATION TO CONSUMMATE COMPLETE THE PURCHASE OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT AND SUCH BREACH CONTINUES FOR ANY REASON OTHER THAN TWO BUSINESS DAYS AFTER SELLER’S DEFAULT OR THE PERMITTED TERMINATION DELIVERY TO PURCHASER OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTWRITTEN NOTICE THEREOF, SELLER THEN SELLER’S SOLE AND EXCLUSIVE REMEDY WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE ALL OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AND ANY AND ALL ACCRUED INTEREST THEREON AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTDAMAGES. IT IS AGREED BETWEEN SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE ACTUAL DAMAGES TO THAT SELLER MAY SUFFER IN THE EVENT PURCHASER BREACHES ITS OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY HEREUNDER. SELLER AND PURCHASER THEREFORE AGREE THAT A REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT PURCHASER BREACHES SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE OBLIGATION IS AN AMOUNT OF MONEY EQUAL TO ALL OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF▇▇▇▇▇▇▇ MONEY AND ALL ACCRUED INTEREST THEREON, WHICH WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL IF PURCHASER DEFAULTS IN ANY OF ITS RIGHTS PURSUANT TO OTHER OBLIGATIONS UNDER THIS AGREEMENT, AND SUCH DEFAULT CONTINUES FOR TWO BUSINESS DAYS AFTER SELLER’S DELIVERY OF WRITTEN NOTICE THEREOF, THEN SELLER WILL BE ENTITLED TO ALL REMEDIES AVAILABLE AT LAW, LAW OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING EQUITY WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTHERETO.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S DEFAULT SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT▇▇▇▇▇▇▇ MONEY DEPOSIT. SAID AMOUNT SHALL BE THE FULL, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AGREED AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH FAILURE OF THIS AGREEMENTPURCHASER TO CLOSE AND CONSUMMATE THE TRANSACTIONS HEREIN CONTEMPLATED. IT ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER; HOWEVER, SELLER RESERVES ITS RIGHTS TO LEGAL AND EQUITABLE DAMAGES AND REMEDIES FOR ANY OTHER POST-TERMINATION DEFAULT BY PURCHASER HEREUNDER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS AGREED BETWEEN SELLER AND PURCHASER THAT NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ACTUAL MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS THAT SURVIVE THE CLOSE OF ESCROW, THE RIGHTS OF SELLER EXPRESSLY RESERVED HEREIN, AND FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. IN THE EVENT PURCHASER FAILS TO AUTHORIZE ESCROW HOLDER TO RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT WITHIN FIVE (5) BUSINESS DAYS OF THE DEMAND OF SELLER WHEREIN SELLER ALLEGES THE DEFAULT AND NONPERFORMANCE BY PURCHASER, THEN, WITH RESPECT TO SUCH ALLEGED DEFAULT AND NON-PERFORMANCE BY PURCHASER, THE PROVISIONS OF THIS ARTICLE IX SHALL BE VOIDABLE AT THE ELECTION OF SELLER. 9.2 Default by Seller. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH PURCHASER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL DEFAULT, IN ADDITION TO ASCERTAIN, ATTORNEYS’ FEES AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS COSTS PURSUANT TO THIS AGREEMENTSECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND REMEDY (AT LAW, LAW OR IN EQUITY), EITHER: (a) PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE; OR (b) RECEIVE THE RETURN OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT THEN PAID PLUS AN AMOUNT EQUAL TO PURCHASER’S ACTUAL OUT-OF-POCKET COSTS TO UNRELATED AND INDEPENDENT THIRD PARTY VENDORS, INCLUDING ATTORNEYS’ FEES (EXCEPT IN-HOUSE ATTORNEYS), WITH REGARD TO THIS TRANSACTION (SUCH OUT-OF-POCKET COSTS NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000) IN THE AGGREGATE). ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH SELLER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN (OTHER THAN AS SPECIFIED IN (a) AND (b) HEREOF) ARE EXPRESSLY WAIVED BY PURCHASER. THE REFUND OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT 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 PURCHASER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671. PURCHASER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY SELLER, IF THIS AGREEMENT IS TERMINATED BY PURCHASER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF PURCHASER RESERVED HEREIN, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT FOR THE LIABILITY RIGHT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESCOLLECT SUCH LIQUIDATED DAMAGES FROM SELLER.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. PURCHASER AND SELLERS HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLERS AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO O.C.G.A. SECTION 13-6-7, AND WILL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLERS AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. PURCHASER HEREBY WAIVES AND RELEASES ANY RIGHT TO (AND HEREBY COVENANTS THAT IS SHALL NOT) ▇▇▇ ▇▇▇▇▇▇▇ OR SEEK OR CLAIM A REFUND OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, OR ANY INTEREST ACCRUED THEREON, ON THE GROUNDS IT IS UNREASONABLE IN AMOUNT AND EXCEEDS SELLERS’ ACTUAL DAMAGES OR THAT ITS RETENTION BY SELLERS CONSTITUTES A PENALTY AND NOT AGREED UPON AND REASONABLE LIQUIDATED DAMAGES AS PERMITTED UNDER O.C.G.A. SECTION 13-6-7. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLERS’ REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF PURCHASER FAILS If the sale of the Property as contemplated hereunder is not consummated due to Purchaser’s default hereunder, Seller shall be entitled, as its sole and exclusive remedy to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate thereof. THEREFORE, SUBJECT TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN THE PRECEDING SENTENCE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DEFAULT DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTEQUITY, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER DEFAULT UNDER THIS AGREEMENTAGREEMENT ON THE PART OF PURCHASER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. INITIALS: Seller YG Purchaser LM Nothing contained in this Section 6.1 shall limit or prevent Seller, after Closing has occurred, from: (a) asserting any legal or equitable claims against Purchaser for Purchaser’s obligation to pay attorneys’ fees and other amounts under Section 11.18; (IIb) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith; or (IIIc) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESenforcing Purchaser’s other obligations and liabilities which survive Closing.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. PURCHASER AND SELLERS HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLERS AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO O.C.G.A. SECTION 13-6-7, AND WILL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER -50- AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLERS AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. PURCHASER HEREBY WAIVES AND RELEASES ANY RIGHT TO (AND HEREBY COVENANTS THAT IS SHALL NOT) ▇▇▇ ▇▇▇▇▇▇▇ OR SEEK OR CLAIM A REFUND OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, OR ANY INTEREST ACCRUED THEREON, ON THE GROUNDS IT IS UNREASONABLE IN AMOUNT AND EXCEEDS SELLERS’ ACTUAL DAMAGES OR THAT ITS RETENTION BY SELLERS CONSTITUTES A PENALTY AND NOT AGREED UPON AND REASONABLE LIQUIDATED DAMAGES AS PERMITTED UNDER O.C.G.A. SECTION 13-6-7. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLERS’ REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE SURVIVING TERMINATION OBLIGATIONS. THE AMOUNT OF THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES FOR IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE BREACH MEANING OF THIS AGREEMENT. IT CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL PURSUANT TO ASCERTAINCALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF1677. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITY, AND NOTHING EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR SECTION. /s/ JR /s/ SS SELLER’S INITIALS PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS

Default by Purchaser. IF In the event Purchaser defaults in its obligations to close the purchase of the Property in accordance with the provisions of this Agreement, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages, Seller hereby expressly waiving any and all such other remedies. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERat law or in equity, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGin the event of a default by Purchaser pursuant to Sections 6.2, INCLUDING BUT NOT LIMITED TO6.3, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES19 or 22 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S DEFAULT SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT▇▇▇▇▇▇▇ MONEY DEPOSIT. SAID AMOUNT SHALL BE THE FULL, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AGREED AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH FAILURE OF THIS AGREEMENTPURCHASER TO CLOSE AND CONSUMMATE THE TRANSACTIONS HEREIN CONTEMPLATED. IT IS AGREED BETWEEN ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH PURCHASER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN ARE EXPRESSLY WAIVED BY SELLER; HOWEVER, SELLER RESERVES ITS RIGHTS TO LEGAL AND EQUITABLE DAMAGES AND REMEDIES FOR ANY OTHER POST-TERMINATION DEFAULT BY PURCHASER THAT HEREUNDER. THE ACTUAL DAMAGES TO SELLER IN THE EVENT PAYMENT OF SUCH BREACH ARE IMPRACTICAL 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 ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE TERMS PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY PURCHASER, THIS AGREEMENT SHALL BE TERMINATED AND CONDITIONS NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS THAT SURVIVE THE CLOSE OF THIS AGREEMENTESCROW, OR THE RIGHTS OF SELLER EXPRESSLY RESERVED HEREIN, AND FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. IN THE EVENT PURCHASER FAILS TO AUTHORIZE ESCROW HOLDER TO RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT WITHIN FIVE (III5) ANY ACTIONS COMMENCED AFTER CLOSING BUSINESS DAYS OF THE DEMAND OF SELLER WHEREIN SELLER ALLEGES THE DEFAULT AND NONPERFORMANCE BY PURCHASER, THEN, WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR SUCH ALLEGED DEFAULT AND NON-PERFORMANCE BY PURCHASER, WHICH BY THE TERMS PROVISIONS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT ARTICLE IX SHALL BE VOIDABLE AT THE ELECTION OF BROKERAGE FEESSELLER.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY AND THE DEPOSIT SHALL BE, SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), IN SUCH EVENT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTSURVIVING TERMINATION OBLIGATIONS. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITY, AND NOTHING EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSECTION.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR IN THE PERMITTED TERMINATION EVENT THE CLOSING AND THE CONSUMMATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED FOR HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER TO PROCEED TO CLOSING IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, PURCHASER AND SELLER WILL AGREE IT WOULD BE ENTITLEDIMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, AS ITS SOLE REMEDYTOGETHER WITH ALL INTEREST ACCRUED THEREON, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING BY PURCHASER IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE SURVIVING TERMINATION OBLIGATIONS. THE AMOUNT OF THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSELLER. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITY, AND NOTHING EQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSECTION.

Default by Purchaser. IF In the event Purchaser defaults in its obligations to perform any of the covenants and agreements contained herein to be performed by Purchaser within the time for performance as specified herein (including Purchaser’s obligation to close), then Seller shall cause the Escrowee to deliver the ▇▇▇▇▇▇▇ Money, together with all interest earned thereon, to Seller, and Seller shall have no other remedy for any pre-Closing default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER AGREE THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND (i) THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROJECT FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (IIii) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS ▇▇▇▇▇▇▇ MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT, OR ; AND (IIIiv) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION THE AMOUNT OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY ▇▇▇▇▇▇▇ MONEY SHALL BE AND PAYMENT OF BROKERAGE FEES.CONSTITUTE VALID LIQUIDATED DAMAGES. ____________________ ____________________ Purchaser’s Initials Seller’s Initials

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY MATERIAL DEFAULT OF PURCHASER, PURCHASER FAILS AND SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR ESTIMATE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER DAMAGES WHICH SELLER OR MAY SUFFER. THEREFORE, PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER SELLERS DO HEREBY AGREE THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL DEFAULT, IN ADDITION TO ASCERTAINATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 12.2 HEREOF, SELLERS MAY, AS ITS SOLE RECOURSE AND REMEDY (AT LAW OR IN EQUITY), RETAIN THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY DEPOSIT, WHICH PURCHASER AND SELLERS AGREE IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF THE FOREGOINGTOTAL DAMAGES THAT SELLERS WOULD SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY SAID AMOUNT SHALL BE THE FULL, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AGREED AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT LIQUIDATED DAMAGES FOR THE LIABILITY DEFAULT OF PURCHASER UNDER (I) THIS AGREEMENT. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH ANY INDEMNITY PROVIDED DEFAULT BY PURCHASER UNDER THIS AGREEMENT ARE EXPRESSLY WAIVED BY SELLERS (PROVIDED THIS LIMITATION SHALL NOT APPLY TO ANY INDEMNITY OF PURCHASER THAT EXPRESSLY SURVIVES THIS AGREEMENT; ). 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 PURCHASER, IF THIS AGREEMENT IS TERMINATED BY SELLERS, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF SELLER RESERVED HEREIN, AND FOR THE RIGHT OF SELLERS TO COLLECT SUCH LIQUIDATED DAMAGES FROM PURCHASER AND ESCROW HOLDER. IN THE EVENT PURCHASER WRONGFULLY FAILS TO AUTHORIZE ESCROW HOLDER TO RELEASE THE ▇▇▇▇▇▇▇ MONEY DEPOSIT WITHIN FIVE (II5) ANY BUSINESS DAYS OF THE DOCUMENTS DEMAND OF SELLERS WHEN PURCHASER HAS DEFAULTED AND INSTRUMENTS EXECUTED SELLERS ARE ENTITLED TO LIQUIDATED DAMAGES HEREUNDER, THE PROVISIONS OF THIS ARTICLE IX SHALL BE VOIDABLE AT THE ELECTION OF SELLERS. SELLERS’ INITIALS PURCHASER’S INITIALS 9.2 Default by Sellers. IN THE EVENT THE CLOSING AND DELIVERED THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLERS, PURCHASER AND SELLERS AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO SELLER ESTIMATE THE DAMAGES WHICH PURCHASER MAY SUFFER. THEREFORE, PURCHASER AND SELLERS DO HEREBY AGREE THAT, IN THE EVENT OF SUCH DEFAULT, IN ADDITION TO ATTORNEYS’ FEES AND COSTS PURSUANT TO THE TERMS SECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND CONDITIONS OF THIS AGREEMENTREMEDY (AT LAW OR IN EQUITY), EITHER: (a) PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE; OR (IIIb) ANY ACTIONS COMMENCED AFTER CLOSING RECEIVE (i) THE RETURN OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AND (ii) REIMBURSEMENT OF OUT OF POCKET EXPENSES ACCORDING TO PROOF NOT TO EXCEED AN AGGREGATE OF TWO HUNDRED THOUSAND DOLLARS ($200,000). ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH RESPECT SELLERS’ FAILURE TO ANY OBLIGATION CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN (OTHER THAN AS SPECIFIED IN (a) AND (b) HEREOF) ARE EXPRESSLY WAIVED BY PURCHASER. THE REFUND OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR REPRESENTATION OF EITHER SELLER OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER. UPON DEFAULT BY SELLERS, IF THIS AGREEMENT IS TERMINATED BY PURCHASER, WHICH BY NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE TERMS OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF THIS AGREEMENT SURVIVES CLOSINGPURCHASER RESERVED HEREIN, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT FOR THE RIGHT OF BROKERAGE FEES.PURCHASER TO COLLECT SUCH LIQUIDATED DAMAGES FROM SELLERS. SELLERS’ INITIALS PURCHASER’S INITIALS

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, LAW AND/OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.. _____________RB_______________ SELLER’S INITIALS _____________JF_______________ PURCHASER’S INITIALS 12.2

Default by Purchaser. IF ALL E▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND ANY DEFAULT BY PURCHASER UNDER THE AMOUNT PROVISIONS OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOINGTHIS AGREEMENT, SELLER SHALL RETAIN ALL ITS OF THE E▇▇▇▇▇▇ MONEY AND THE INTEREST THEREON AS SELLER’S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND PURCHASER SHALL HAVE NO FURTHER RIGHTS PURSUANT TO PURCHASE THE PROPERTY, PROVIDED THAT THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECOVER FROM PURCHASER ANY AMOUNTS AS TO WHICH PURCHASER HAS INDEMNIFIED SELLER AS PROVIDED ELSEWHERE IN THIS AGREEMENTAGREEMENT OR SELLER’S RIGHT TO RECOVER ATTORNEYS’ FEES (AS PROVIDED IN SECTION 34). THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, AT LAWIN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES. Seller’s Initials /s/ Purchaser’s Initials /s/ SELLER’S DEFAULT. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER’S UNCURED INTENTIONAL FAILURE TO COMPLY WITH OR PERFORM, IN EQUITYANY MATERIAL RESPECT, ANY COVENANT REQUIRED HEREIN OR BECAUSE OF ANY INTENTIONAL BREACH OF A WARRANTY OR INTENTIONAL MISREPRESENTATION, PURCHASER’S SOLE REMEDY SHALL BE THE RIGHT TO S▇▇ FOR ACTUAL EXPENSES DUE TO OR PAID TO THIRD PARTIES BY PURCHASER IN CONNECTION WITH THIS AGREEMENT (EXPRESSLY EXCLUDING LOST PROFITS AND CONSEQUENTIAL DAMAGES), NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000) IN THE AGGREGATE AND THE RETURN OF ALL E▇▇▇▇▇▇ MONEY TOGETHER WITH ANY INTEREST ACCRUED THEREON, AND NOTHING CONTAINED IN THIS SECTION 12.1AGREEMENT SHALL TERMINATE, WILL LIMIT AND EXCEPT FOR THOSE PROVISIONS THAT EXPRESSLY SURVIVE THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS TERMINATION OF THIS AGREEMENT, OR (III) NEITHER PARTY SHALL HAVE ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY FURTHER OBLIGATION OR REPRESENTATION OF EITHER SELLER LIABILITY TO EACH OTHER AT LAW OR PURCHASERIN EQUITY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, WHICH BY IF SELLER’S DEFAULT IS ITS REFUSAL TO DELIVER THE TERMS OF THIS AGREEMENT SURVIVES DEED AND THE OTHER DOCUMENTS REQUIRED TO BE DELIVERED AT CLOSING, INCLUDING BUT NOT LIMITED TOTHEN PURCHASER WILL BE ENTITLED TO S▇▇ FOR SPECIFIC PERFORMANCE PROVIDED THAT PURCHASER ASSERTS SUCH CLAIM FOR SPECIFIC PERFORMANCE WITHIN SIXTY (60) DAYS FROM THE SCHEDULED CLOSING DATE SET FORTH IN SECTION 8. Seller’s Initials /s/ Purchaser’s Initials /s/ Rents (exclusive of Delinquent Rent, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESas hereinafter defined, but including prepaid rents); refundable security deposits and interest thereon if required by law (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 P.M. on the day preeding the Closing Date (“Proration Date”), and credited or debited to the balance of the cash due at Closing. All supplemental taxes and assessments attributable to the period prior to the Closing Date for the calendar year in which the Closing occurs shall be prorated to the Closing Date; provided, however, in no event shall Seller be charged with or (and Purchaser shall) be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made at any time from and after the Closing Date or any improvements constructed in respect of Seller’s rights under Section 6(a). Except as provided in Section 13(b), if the amount of any of the items to be prorated is not then ascertainable, the adjustment thereof shall be on the basis of the most recent ascertainable data and will be reconciled by Seller and Purchaser (i) when such data is available, but in no event later than one hundred twenty (120) days after the Closing Date, or (ii) with respect to any real estate taxes, within thirty (30) days of receipt of the final tax b▇▇▇ for the tax year in which Closing occurs. Any and all refunds pertaining to tax years prior to tax year for which real estate taxes are prorated at the Closing (a “Prior Year Refund”) belong to Seller and Purchaser agrees to remit to Seller any such Prior Year Refund received by Purchaser after the Closing Date promptly upon receipt, without setoff or adjustment. Notwithstanding any provision herein to the contrary, if any amounts are not prorated as of the Closing and such amounts relate to periods prior to the Closing Date, Seller and Purchaser shall prorate such amounts within one hundred twenty (120) days after the Closing Date. If special assessments have been levied against the Property for completed improvements, then the amount of any installments which are due prior to the Closing Date shall be paid by the Seller; and the amount of installments which are due after the Closing Date shall be paid by the Purchaser. All assessments for incomplete improvements shall be paid by Purchaser. If, as of the Closing Date, basic rent is in arrears (“Delinquent Rent”) for the calendar month in which the Closing occurs, then Seller’s portion of the first rent collected by Purchaser during that calendar month will be delivered to Seller for the Delinquent Rent. If Delinquent Rent is in arrears for a period prior to the calendar month in which the Closing occurs, then rents collected by Purchaser shall first be applied to current rent and then to Delinquent Rent. Purchaser shall deliver Seller’s pro rata share within ten (10) days of Purchaser’s receipt of that Delinquent Rent. Section 13 of this Agreement shall survive the Closing and the delivery and recording of the Deed.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE SOLELY TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN HEREUNDER, THEN AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT OR SELLER SHALL RETAIN THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S OBLIGATIONS UNDER SECTION 10.24 HEREOF.

Default by Purchaser. ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT, INCLUDING ITS OBLIGATIONS TO MAKE ALL DEPOSITS ON OR BEFORE THE DATES PROVIDED FOR HEREIN. IF THE PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT MAKE ITS DEPOSITS INTO THE ESCROW ON OR BEFORE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER DATE SUCH DEPOSIT IS DUE AS PROVIDED FOR IN THIS AGREEMENTHEREIN, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER OR IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT ANY OTHER DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, THEN SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR A DEFAULT OCCURRING ON THE CLOSING DATE (I.E. FAILURE TO DELIVER THE CASH DUE AT LAW, CLOSING OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED OTHER DOCUMENTS REQUIRED TO BE DELIVERED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY AT CLOSING), PURCHASER SHALL NOT BE DEEMED TO BE IN DEFAULT HEREUNDER UNLESS SELLER SHALL HAVE GIVEN PURCHASER WRITTEN NOTICE OF THE DOCUMENTS ALLEGED DEFAULT AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR SUCH DEFAULT SHALL NOT HAVE BEEN CURED WITHIN FIVE (III5) ANY ACTIONS COMMENCED DAYS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR SUCH NOTICE IS RECEIVED BY PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S SELLERS’ DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER SELLERS OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER SELLERS WILL BE ENTITLED, AS ITS THEIR SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE SUCH BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER SELLERS AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER SELLERS IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SELLERS SHALL RETAIN ALL ITS OF THEIR OTHER RIGHTS PURSUANT TO THIS AGREEMENT AND ANY CLOSING DOCUMENTS, AND, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 12.1 WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) AGREEMENT OR ANY OF THE CLOSING DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER SELLERS PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (IIIII) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER SELLERS OR PURCHASERPURCHASER WHICH, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING INCLUDING, BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES. UNDER NO CIRCUMSTANCES WILL SELLERS HAVE AVAILABLE TO THEM AN ACTION AT LAW OR OTHERWISE FOR DAMAGES, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE, PURCHASER SHALL RETURN TO SELLER THE PURCHASER'S INFORMATION, AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF In the event Purchaser defaults in its obligations to close the purchase of the Property, or in the event Purchaser otherwise defaults hereunder, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, and not as a penalty, and this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement, and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. In the event Purchaser advises Seller in writing, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERor Seller otherwise becomes aware, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGthat Purchaser is unable or unwilling to proceed to Closing on or prior to the Closing Date, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSeller shall be entitled to immediately collect the Deposit and shall not be obligated to proceed to Closing and present the Deed and the other conveyance documents as a condition to collecting the Deposit.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN HEREUNDER, THEN SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTACTUAL DAMAGES, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S OBLIGATIONS UNDER SECTION 10.24 HEREOF.

Default by Purchaser. IF ALL ▇▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT A DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE ▇▇▇▇▇▇▇ MONEY AND THE INTEREST THEREON AS SELLER'S SOLE RIGHT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY, AT LAWEXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IN EQUITYIMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. PURCHASER AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER ANY OF THE LIABILITY TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENTREASON WHATSOEVER, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT PURCHASER SHALL NOT BE ENTITLED TO ANY OBLIGATION OR REPRESENTATION RIGHTS OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF SETOFF UNDER THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.IN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT. Purchaser's Initials (ILLEGIBLE) Seller's Initials (ILLEGIBLE). _________ ___________

Default by Purchaser. IF SELLER SHALL NOT BE IN DEFAULT HEREUNDER AND PURCHASER REFUSES OR FAILS TO CONSUMMATE THE CLOSING UNDER THIS AGREEMENT CONTRACT FOR ANY REASON REASONS OTHER THAN SELLER’S DEFAULT AS EXPRESSLY SET FORTH IN SECTION 4.4, SECTION 5.2 OR THE PERMITTED TERMINATION ARTICLE IX HEREOF OR OTHER THAN DUE TO A FAILURE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER A CONDITION PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE AS PROVIDED FOR SET FORTH IN THIS AGREEMENTSECTION 7.1 HEREOF, SELLER WILL BE ENTITLEDSHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, TO TERMINATE THIS AGREEMENT CONTRACT IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS, DUTIES, OR OBLIGATIONS HEREUNDER EXCEPT FOR PROVISIONS OF THIS CONTRACT WHICH EXPRESSLY SURVIVE THE TERMINATION HEREOF, AND SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN (SELLER AND PURCHASER HEREBY ACKNOWLEDGING THAT THE ACTUAL AMOUNT OF DAMAGES TO SELLER IN THE EVENT OF PURCHASER'S DEFAULT IS DIFFICULT OR IMPOSSIBLE TO ASCERTAIN BUT THAT SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE FAIR ESTIMATE THEREOFOF SUCH DAMAGE). NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING ANYTHING CONTAINED IN THIS SECTION 12.1TO THE CONTRARY, WILL LIMIT IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED OTHER DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) CONTRACT WHICH SURVIVES THE CLOSING OR TERMINATION OF THIS CONTRACT, INCLUDING, WITHOUT LIMITATION, BREACH OF ANY COVENANT, REPRESENTATION OR INDEMNITY, SELLER SHALL HAVE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT. BY INITIALING IN THE SPACE PROVIDED BELOW, SELLER AND PURCHASER EXPRESSLY ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD AND AGREED TO THE FOREGOING, THAT THEY HAVE BEEN ADVISED BY LEGAL COUNSEL OF THEIR CHOICE OF THE DOCUMENTS LEGAL EFFECT OF THE FOREGOING, AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THAT THEY HAVE AGREED THAT THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY THE FOREGOING ARE EQUITABLE AND PAYMENT OF BROKERAGE FEES.FAIR. SELLER: PURCHASER: ____________ [PLEASE INITIAL] ____________

Default by Purchaser. IF ALL E▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND ANY DEFAULT OF PURCHASER UNDER THE AMOUNT PROVISIONS OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOINGTHIS AGREEMENT, SELLER SHALL RETAIN ALL ITS OF THE E▇▇▇▇▇▇ MONEY AND THE INTEREST THEREON AS SELLER’S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND PURCHASER SHALL HAVE NO FURTHER RIGHTS PURSUANT TO THIS AGREEMENTPURCHASE THE PROPERTIES, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED PROVIDED THAT THE FOREGOING SHALL NOT LIMIT SELLER’S RIGHT TO RECOVER FROM PURCHASER ANY AMOUNTS AS TO WHICH PURCHASER HAS INDEMNIFIED SELLER AS PROVIDED ELSEWHERE IN THIS AGREEMENT OR SELLER’S RIGHT TO RECOVER ATTORNEYS’ FEES (AS PROVIDED IN SECTION 12.133). THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, WILL LIMIT IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE TERMS PARTIES ACKNOWLEDGE THAT THE E▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.SELLER’S DAMAGES. Seller’s Initials _MRM_________ Purchaser’s Initials _CA_________

Default by Purchaser. IF PURCHASER FAILS SHALL DEFAULT IN ITS OBLIGATION TO CONSUMMATE PURCHASE THE PROPERTY PURSUANT TO THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR CONTRACT AND CLOSING DOES NOT OCCUR, PURCHASER AGREES THAT SELLER SHALL HAVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER RIGHT TO HAVE THE ESCROW AGENT DELIVER THE ▇▇▇▇▇▇▇ MONEY TO SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES TO RECOMPENSE SELLER FOR TIME SPENT, LABOR AND SERVICES PERFORMED, AND THE BREACH LOSS OF THIS AGREEMENTITS BARGAIN. PURCHASER AND SELLER AGREE THAT IT IS AGREED BETWEEN SELLER WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO AFFIX MORE PRECISELY DAMAGES IF PURCHASER SO DEFAULTS AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER ▇▇▇▇▇▇▇ MONEY REPRESENTS A REASONABLE ESTIMATE OF SELLER’S PROBABLE LOSS IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A PURCHASER DEFAULT IN ITS OBLIGATION TO ASCERTAIN, AND PURCHASE THE AMOUNT OF PROPERTY. SELLER AGREES TO ACCEPT THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING ▇▇▇▇▇▇▇ MONEY AS SELLER’S SOLE REMEDY IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PROPERTY PURSUANT TO THIS AGREEMENTCONTRACT AND CLOSING DOES NOT OCCUR, AT LAWSELLER WAIVING ALL OTHER RIGHTS AND REMEDIES. SELLER’S RETENTION OF THE ▇▇▇▇▇▇▇ MONEY IS INTENDED NOT AS A PENALTY, OR IN EQUITY, BUT AS FULL LIQUIDATED DAMAGES PURSUANT TO O.C.G.A. § 13-6-7 (AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT UNDER ANY OTHER STATUTE AND COMMON LAW PRINCIPLE AS MAY BE DEEMED APPLICABLE TO THE LIABILITY RECOVERY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER DAMAGES UNDER THIS AGREEMENT; (II) ANY OF CONTRACT). THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED FOREGOING IS NOT INTENDED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S INDEMNITY OBLIGATIONS HEREUNDER.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) THE TITLE COMPANY SHALL PAY THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION.

Default by Purchaser. IF THE SALE OF ANY OF THE PROPERTIES IS NOT CONSUMMATED DUE SOLELY TO ANY DEFAULT BY PURCHASER FAILS HEREUNDER, WHICH DEFAULT IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS FOLLOWING WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER TO CONSUMMATE THIS AGREEMENT PURCHASER, AND SELLER IS READY, WILLING AND ABLE TO PERFORM HEREUNDER, THEN SELLER SHALL RETAIN THE PRO RATA PORTION OF THE ▇▇▇▇▇▇▇ MONEY ALLOCABLE TO ALL SUCH PROPERTIES FOR ANY REASON OTHER THAN WHICH PUCHASER HAS DEFAULTED AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTACTUAL DAMAGES, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE SOLELY TO PURCHASER’S DEFAULT HEREUNDER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, AND THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY ALLOCABLE TO EACH OF PROPERTY AND THE TOTAL OF THE ▇▇▇▇▇▇▇ MONEY AS TO ALL OF THE PROPERTIES IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR UNDER THIS AGREEMENT IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THE CONSEQUENCES OF THIS SECTION 12.1, WILL LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT THE LIABILITY OF PURCHASER PURCHASER’S INDEMNITY OBLIGATIONS UNDER (I) ANY INDEMNITY PROVIDED OTHER SECTIONS HEREOF FOR A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) ANY . THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED 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 TERMS AND CONDITIONS PROVISIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESCALIFORNIA CIVIL CODE SECTION 3389.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLER SHALL HAVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS RIGHT AND ITS SOLE REMEDY, REMEDY TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES, AND THE BREACH OF PARTIES SHALL THEREAFTER HAVE NO CLAIM AGAINST, OR LIABILITY OR OBLIGATION ARISING UNDER THIS AGREEMENT. IT IS THE PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (IIILIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER SECTION 3.1(c) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR HEREOF. SELLER: /s/ DW PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.:

Default by Purchaser. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER HEREUNDER, THEN SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO MAY TERMINATE THIS AGREEMENT AND RECEIVE RETAIN ANY PORTION OF THE DEPOSIT AS LIQUIDATED DAMAGES FOR PURCHASE PRICE RECEIVED BY SELLER FROM PURCHASER AT THE BREACH TIME OF THIS AGREEMENTTHE DEFAULT. IT IS THE PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER's ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER's DEFAULT, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT PURCHASE PRICE RECEIVED BY SELLER FROM PURCHASER IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.'s INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: PURCHASER:

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE E▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.TERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION. Purchaser Initials Seller Initials

Default by Purchaser. IF PURCHASER FAILS NOTWITHSTANDING ANYTHING TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR CONTRARY CONTAINED IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, IF THE SALE OF THE PROPERTY TO TERMINATE PURCHASER IS NOT CONSUMMATED DUE TO PURCHASER’S DEFAULT UNDER THIS AGREEMENT AND RECEIVE SELLER WAS READY, WILLING AND ABLE TO CLOSE, SELLER, AS SELLER’S EXCLUSIVE REMEDY, SHALL RETAIN THE DEPOSIT (INCLUDING ANY AMOUNTS DEPOSITED OR PAID TO EXTEND THE CLOSING DATE) AS SELLER’S LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. PARTIES AGREE THAT IT IS AGREED BETWEEN SELLER WOULD BE EXTREMELY IMPRACTICABLE AND PURCHASER THAT DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO SELLER IN COMPLETE THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT PURCHASE OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PROPERTY PURSUANT TO THIS AGREEMENT, AT LAWAND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, OR IN EQUITY, AND NOTHING CONTAINED THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 12.1REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, WILL PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND PURCHASER’S INDEMNITY OBLIGATIONS UNDER THE LIABILITY SPECIFIC TERMS OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER OTHER SECTIONS OF THIS AGREEMENT; (II) ANY . THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED 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 TERMS AND CONDITIONS OF PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS AGREEMENTSECTION. As material consideration to each party’s agreement to the liquidated damages provisions stated above, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASEReach party hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damages provisions for any reason whatsoever, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGincluding, INCLUDING BUT NOT LIMITED TObut not limited to, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESthat such provision was unreasonable under circumstances existing at the time this Agreement was made.

Default by Purchaser. IF PURCHASER FAILS THE CLOSING IS NOT CONSUMMATED PURSUANT TO CONSUMMATE THIS AGREEMENT FOR DUE TO ANY REASON OTHER THAN SELLERDEFAULT BY PURCHASER HEREUNDER THAT IS NOT CURED WITHIN TEN (10) DAYS AFTER PURCHASER’S DEFAULT OR RECEIPT OF NOTICE OF SUCH DEFAULT, THEN SELLER SHALL RETAIN THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER ESCROW FUND AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, LIQUIDATED DAMAGES AS ITS SOLE REMEDYAND EXCLUSIVE REMEDY HEREUNDER IN LIEU OF ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE SEEK MONETARY DAMAGES. THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ESCROW FUND IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESLIQUIDATED DAMAGES PROVISION.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR IN THE EVENT OF ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, AND/OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN DEFAULTS UNDER THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, AND/OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES...

Default by Purchaser. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IF PURCHASER THE CLOSE OF ESCROW FAILS TO CONSUMMATE OCCUR DUE TO A PURCHASER DEFAULT (ALL OF THE CONDITIONS TO PURCHASER’S OBLIGATIONS TO CLOSE HAVING BEEN SATISFIED OR WAIVED), SELLER SHALL SUFFER DAMAGES IN AN AMOUNT WHICH SHALL, DUE TO THE SPECIAL NATURE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR AND THE PERMITTED TERMINATION SPECIAL NATURE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THE NEGOTIATIONS WHICH PRECEDED THIS AGREEMENT, BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ASCERTAIN. IN ADDITION, PURCHASER WISHES TO HAVE A LIMITATION PLACED UPON THE POTENTIAL LIABILITY OF PURCHASER TO SELLER WILL BE ENTITLEDIF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO A PURCHASER DEFAULT, AS ITS SOLE REMEDYAND WISHES TO INDUCE SELLER TO WAIVE OTHER REMEDIES WHICH SELLER MAY HAVE IN THE EVENT OF A PURCHASER DEFAULT. PURCHASER AND SELLER, TO TERMINATE THIS AGREEMENT AFTER DUE NEGOTIATION, HEREBY ACKNOWLEDGE AND RECEIVE AGREE THAT THE AMOUNT OF THE DEPOSIT AS LIQUIDATED REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN WHICH SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER SHALL SUSTAIN IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL PURCHASER DEFAULT. PURCHASER AND SELLER HEREBY AGREE THAT SELLER MAY, IF THE CLOSE OF ESCROW FAILS TO ASCERTAINOCCUR DUE TO A PURCHASER DEFAULT, TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO PURCHASER AND ESCROW HOLDER, CANCEL THE ESCROW AND RECEIVE OR RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER (UNLESS IT HAS ALREADY DONE SO) THE AMOUNT DEPOSIT TO SELLER. SUCH RETENTION OF THE DEPOSIT BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AMD SHALL NOT BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE THEREOFFORFEITURE OR PENALTY. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER 13.1 SHALL (IA) PREVENT OR PRECLUDE ANY INDEMNITY PROVIDED RECOVERY OP ATTORNEYS’ FEES OR OTHER COSTS INCURRED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENTSECTION 15.5, OR (IIIB) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION IMPAIR OR REPRESENTATION LIMIT THE EFFECTIVENESS OR ENFORCEABILITY OF EITHER THE INDEMNIFICATION OBLIGATIONS OF PURCHASER CONTAINED IN SECTION 4.3.1 HEREOF. SELLER OR PURCHASER, WHICH BY AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE TERMS PROVISIONS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY SECTION 13.1 AND PAYMENT OF BROKERAGE FEES.BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SELLER’S INITIALS: /s/ [ILLEGIBLE] PURCHASER’S INITIALS: /s/ [ILLEGIBLE]

Default by Purchaser. IF In the event Purchaser Defaults in its obligations to close the purchase of the Property, or in the event Purchaser is otherwise in Default hereunder, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any Default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERat law or in equity, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGin the event of a Default by Purchaser pursuant to Sections 6.1, INCLUDING BUT NOT LIMITED TO6.2, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES6.3, 20 or 23 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR SO MUCH THEREOF AS HAS BEEN PREVIOUSLY DELIVERED BY PURCHASER), TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TERMINATION SURVIVING OBLIGATIONS. ______RIG____ ___TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.____ Purchaser Initials Seller Initials

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. SUCH PAYMENT OF THE AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, PLUS INTEREST ACCRUED THEREON, IS NOT INTENDED AS A PENALTY, BUT SHALL BE LIQUIDATED DAMAGES. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.TERMINATION SURVIVING OBLIGATIONS. Purchaser Initials Seller Initials

Default by Purchaser. IF IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR IN THE PERMITTED TERMINATION PERFORMANCE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN ITS OBLIGATIONS UNDER THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT PURCHASER AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER SELLERS AGREE THAT THE SELLERS’ ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO SELLER FIX THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF SUCH BREACH THE DEFAULT OF PURCHASER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SELLERS, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY, ARE IMPRACTICAL ENTITLED TO ASCERTAIN, AND LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT IS PURCHASER’S DEPOSIT. IN THE EVENT THAT THE ESCROW FAILS TO CLOSE AS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING RESULT OF PURCHASER’S DEFAULT, THEN: (A) THIS AGREEMENT AND THE FOREGOING, SELLER RIGHTS AND OBLIGATIONS OF PURCHASER AND SELLERS HEREUNDER AND THE ESCROW CREATED HEREBY SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITYTERMINATE; (B) ESCROW AGENT SHALL, AND NOTHING CONTAINED IN THIS SECTION 12.1IS HEREBY AUTHORIZED AND INSTRUCTED TO, WILL LIMIT THE LIABILITY OF RETURN PROMPTLY TO PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE AND SELLERS ALL DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS PARTIES WHO DEPOSITED THE SAME; (C) SELLERS SHALL RETAIN THE PURCHASER’S DEPOSIT (INCLUDING INTEREST AND CONDITIONS OF THIS AGREEMENTDIVIDENDS EARNED THEREON), OR AND THE SAME SHALL BE LIQUIDATED DAMAGES; AND (IIID) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLER SHALL HAVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: /s/ DW PURCHASER: /s/ MAS

Default by Purchaser. IF ALL ▇▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT A DEFAULT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING PURCHASER UNDER THE FOREGOINGPROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE ▇▇▇▇▇▇▇ MONEY AND THE INTEREST THEREON AS SELLER'S SOLE RIGHT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY, AT LAWEXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IN EQUITYIMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. PURCHASER AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER ANY OF THE LIABILITY TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENTREASON WHATSOEVER, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT PURCHASER SHALL NOT BE ENTITLED TO ANY OBLIGATION OR REPRESENTATION RIGHTS OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF SETOFF UNDER THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.IN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT. Purchaser's Initials ILLEGIBLE Seller's Initials ILLEGIBLE. _________ _________

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER HEREUNDER, THEN SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLEDSHALL, AS ITS SOLE REMEDYAND EXCLUSIVE REMEDY FOR SUCH DEFAULT, RETAIN AN AMOUNT EQUAL TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT E▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT E▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Default by Purchaser. IF IN THE EVENT PURCHASER FAILS SHOULD FAIL TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S REASON, EXCEPTING A DEFAULT BY SELLER OR THE PERMITTED TERMINATION FAILURE OF ANY OF THE CONDITIONS TO PURCHASER'S OBLIGATIONS HEREUNDER TO BE SATISFIED OR WAIVED, SELLERS' SOLE AND EXCLUSIVE REMEDY WILL BE TO CANCEL THIS AGREEMENT BY EITHER AND THE ESCROW, SUCH CANCELLATION TO BE EFFECTIVE IMMEDIATELY UPON SELLER OR GIVING WRITTEN NOTICE OF CANCELLATION TO PURCHASER AS PROVIDED FOR IN THIS AGREEMENTAND TITLE COMPANY. UPON SUCH CANCELLATION, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, ENTITLED TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT DEPOSIT, AS LIQUIDATED DAMAGES FOR AND NOT AS A PENALTY, THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER PARTIES AGREEING AND PURCHASER STIPULATING THAT THE ACTUAL EXACT AMOUNT OF DAMAGES WOULD BE EXTREMELY DIFFICULT TO SELLER IN ASCERTAIN AND THAT THE EVENT DEPOSIT CONSTITUTES A REASONABLE AND FAIR APPROXIMATION OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFDAMAGES. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.Seller's Initials: /s/ WRM Purchaser's Initials: /s/ TJW

Default by Purchaser. IF ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT OBLIGATIONS AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF UNDERTAKINGS UNDER THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT AND THE AMOUNT FAILURE OF PURCHASER TO CLOSE THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING TRANSACTION CONTEMPLATED HEREBY AT THE FOREGOINGTIME AND IN THE MANNER PROVIDED HEREIN, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT WITH RESPECT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY, AT LAW, OR IN EQUITY, EXCEPT FOR SELLER'S REMEDIES FOR A BREACH OF THOSE COVENANTS AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OBLIGATIONS OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS WHICH EXPRESSLY SURVIVE TERMINATION OF THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR (III) IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUT SUBJECT TO THE LIMITATIONS ON LIABILITY PROVIDED IN SECTION 18, IN THE EVENT THE CLOSING OCCURS AND IN THE EVENT OF A BREACH BY PURCHASER OF ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT, PRORATION OR REPRORATION OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF INDEMNITY IN THIS AGREEMENT OR ANY CLOSING DOCUMENT WHICH SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TOSELLER SHALL HAVE ALL RIGHTS AND REMEDIES AT LAW OR AT EQUITY, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESWITHOUT LIMITATION.

Default by Purchaser. IF ALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT PURCHASER FAILS TO CONSUMMATE CLOSE ON THE PURCHASE OF THE PROPERTY AS REQUIRED UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION THAT CERTAIN AGREEMENT OF THIS AGREEMENT SALE OF EVEN DATE HEREWITH BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AMMENDALE LIMITED PARTNERSHIP AND PURCHASER THAT FOR PROPERTY COMMONLY KNOWN AS AMMENDALE I, BELTSVILLE, MARYLAND (THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, "AMMENDALE I CONTRACT") SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT WITH RESPECT TO THIS AGREEMENTDAMAGES OR ANY OTHER REMEDY. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. IF CLOSING OCCURS HEREUNDER BUT, AT LAWTHE TIME OF CLOSING, PURCHASER IS IN DEFAULT OF ONE OR IN MORE OBLIGATIONS UNDER THIS AGREEMENT SELLER SHALL HAVE ALL RIGHTS AND REMEDIES AT LAW OR AT EQUITY, WITHOUT LIMITATION, UPON CONDITION THAT SUCH RIGHTS ARE EXERCISED WITHIN NINE (9) MONTHS AFTER CLOSING, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL PURCHASER'S LIABILITY UNDER THIS AGREEMENT AND/OR UNDER THE AMMENDALE I CONTRACT EXCEED, IN THE AGGREGATE, THE SUM OF $400,000. PURCHASER AND NOTHING CONTAINED IN SELLER AGREE THAT THIS SECTION 12.1AGREEMENT SHALL BE CROSS DEFAULTED WITH THE AMMENDALE I CONTRACT, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) AND THAT ANY INDEMNITY PROVIDED WRONGFUL FAILURE TO CLOSE BY PURCHASER UNDER THE AMMENDALE I CONTRACT SHALL BE DEEMED A WRONGFUL FAILURE TO CLOSE UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF In the event Purchaser defaults in its obligations to close the purchase of the Property, or in the event Purchaser is otherwise in material default hereunder, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERat law or in equity, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGin the event of a default by Purchaser pursuant to Sections 6.1, INCLUDING BUT NOT LIMITED TO6.2, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES6.3, 19 or 22 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Default by Purchaser. IF PURCHASER FAILS If Purchaser shall default in any of its obligations under this Agreement (including, without limitation, a failure to fund described in Section I.C.) Seller’s sole remedy at law or equity shall be the right to terminate this Agreement with notice to Purchaser and retain the Earned Payments and Closing Deposits to recompense Seller for time spent, labor and services performed, and the loss of its bargain, as Seller’s liquidated damages. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO CONSUMMATE ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR AGREEMENT, AND THAT UNDER THE PERMITTED TERMINATION CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT THIS SECTION X.A. SHALL NOT APPLY TO OR LIMIT PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER INDEMNIFIED PARTIES UNDER SECTIONS II.B.7. OR XIII.O., OR ELSEWHERE IN THIS AGREEMENT, SELLER WILL OR PURCHASER'S INDEMNITY OBLIGATIONS UNDER THE ASSIGNMENT OF LEASE OR OTHER DOCUMENTATION TO BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE DELIVERED AT CLOSING. THE DEPOSIT AS PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF THIS AGREEMENTAGREEMENT (OTHER THAN PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER INDEMNIFIED PARTIES UNDER SECTIONS II.B.7. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAWOR XIII.O., OR ELSEWHERE IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR PURCHASER'S INDEMNITY OBLIGATIONS UNDER THE ASSIGNMENT OF LEASE OR OTHER DOCUMENTATION TO BE DELIVERED AT CLOSING). Notwithstanding the foregoing, (IIIi) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERin the event Purchaser fails to timely fund the Initial Earned Payment or November Earned Payment, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGSeller shall have all remedies available at law or in equity, INCLUDING BUT NOT LIMITED TOand (ii) following Seller’s termination of this Agreement under this Section X.A., PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSeller agrees that the Earned Payments (but not any Closing Deposits) actually paid by Purchaser shall be applied first against Tenant’s monthly rental arrearages and real estate tax payment arrearages under the Lease accruing from August 1, 2017 through the day the Agreement is terminated, then to Tenant’s other arrearages under the Lease in any order and priority determined by Seller in its sole and absolute discretion.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLER SHALL HAVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: PURCHASER:

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE COMMON INTEREST, AND (ii) SUCH AMOUNT WILL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE COMMON INTEREST, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR TERMINATION SURVIVING OBLIGATIONS. SELLER’S INITIALS: __/s/ KM__ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS: __/s/ JP___

Default by Purchaser. IF In the event Purchaser defaults in its obligations to close the purchase of the Property, or in the event Purchaser otherwise materially defaults hereunder, then (i) Seller shall be entitled to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER Agreement of Purchase and Sale — 1▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Prospect IL(7) UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED AND DELIVERED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SELLER PURSUANT TO THE TERMS AND CONDITIONS A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. In the event Purchaser advises Seller that Purchaser is unable or unwilling to proceed to Closing on or prior to the Closing Date, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASERSeller shall be entitled to immediately collect the Deposit and shall not be obligated to proceed to Closing and present the Deed and the other conveyance documents as a condition to collecting the Deposit. All of the foregoing shall be without limitation upon the rights and remedies of Seller hereunder, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSINGat law or in equity, INCLUDING BUT NOT LIMITED TOin the event of a default by Purchaser pursuant to Sections 6.1, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES6.2, 6.3, 19 or 22 or any covenant, agreement, indemnity, representation or warranty of Purchaser that survives the Closing or the termination of this Agreement.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENTSURVIVING TERMINATION OBLIGATIONS. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT EQUITY AS TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSURVIVING TERMINATION OBLIGATIONS.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN, TIME BEING OF THE ESSENCE, BY REASON OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS AT CLOSING, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE EARNEST ▇▇▇▇▇ ▇EPOSIT IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESTERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION.

Default by Purchaser. IF If Purchaser fails to purchase the Property when it is obligated to do so under the terms of this Agreement, then (i) Seller shall be entitled (at its sole and exclusive remedy) to (and shall) receive the Deposit as fixed and liquidated damages, this Agreement shall terminate and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement and (ii) Purchaser shall immediately direct the Title Company, in writing, to pay the Deposit to Seller. Seller shall have no other remedy for any default by Purchaser, including any right to damages. PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER AND SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT ACKNOWLEDGE AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND AGREE THAT: (1) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF AND BEARS A REASONABLE RELATIONSHIP TO THE FOREGOING, DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY HAVE OCCURRED DUE TO A DEFAULT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II2) ANY THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) PURCHASER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DOCUMENTS DEPOSIT IN THE EVENT THIS AGREEMENT IS TERMINATED AND INSTRUMENTS EXECUTED THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF PURCHASER UNDER THIS AGREEMENT; AND DELIVERED TO (4) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. ALL OF THE FOREGOING SHALL BE WITHOUT LIMITATION UPON THE RIGHTS AND REMEDIES OF SELLER HEREUNDER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT BY PURCHASER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENTSECTIONS 6.1, 6.2, 6.3, 19 OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES22 HEREIN.

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE EARNEST MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS ▇ ▇▇▇▇▇NABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR COMPLETE THE PERMITTED TERMINATION PURCHASE OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTTHE PROPERTY, SELLER AND (ii) SUCH AMOUNT WILL BE ENTITLEDTHE FULL, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AGREED AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE BREACH PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT. IT IS AGREED BETWEEN AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER THAT WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFTERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED CLOSING SURVIVING OBLIGATIONS AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.TERMINATION SURVIVING OBLIGATIONS AFTER TERMINATION. /s/ GJC /s/ CKS ------------------ --------------- Purchaser Initials Seller Initials

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLERS SHALL RETAIN THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLERS’ ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING OF THE FOREGOINGDAMAGES THAT SELLERS WOULD INCUR IN SUCH EVENT AND, SELLER SUBJECT TO THE LAST SENTENCE OF THIS SECTION 6.1, SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTBE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW, OR LAW AND IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED ARISING FROM OR RELATED TO A DEFAULT BY PURCHASER UNDER THIS AGREEMENT; (II) . 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 LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF AND ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR SELLERS’ RIGHTS UNDER SECTION 10.20 HEREOF. SELLERS: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇

Default by Purchaser. IF PURCHASER FAILS THE SALE CONTEMPLATED UNDER THIS ____________________ AGREEMENT IS NOT CONSUMMATED DUE TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION BREACH OF THIS AGREEMENT BY EITHER SELLER PURCHASER OR A DEFAULT BY PURCHASER AS PROVIDED FOR IN UNDER THE PROVISIONS OF THIS AGREEMENT, SELLER WILL BE ENTITLEDTHEN, AS ITS SELLER'S SOLE REMEDYAND EXCLUSIVE REMEDIES, SELLER SHALL BE ENTITLED TO TERMINATE RECEIVE (A) ALL OF THE EARNEST MONEY DEPOSITED BY PURCHASER IN ESCROW PURSUANT TO PAR▇▇▇▇▇▇▇ 2.2.1, 2.2.2 AND 11 AND ALL INTEREST EARNED THEREON AND (B) THE RIGHT TO ENFORCE THE OBLIGATION OF PURCHASER TO INDEMNIFY SELLER AND AFFILIATES OF SELLER AND RESTORE THE PROPERTY PURSUANT TO PARAGRAPHS 7.1 AND 7.2 HEREOF AND PURCHASER SHALL HAVE NO OBLIGATIONS UNDER THIS AGREEMENT AND RECEIVE EXCEPT AS SET FORTH IN THIS SENTENCE. THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER'S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAINDETERMINE. THEREFORE, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO BY SIGNING THIS AGREEMENT, AT LAWTHE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPON, OR IN EQUITYAFTER NEGOTIATION, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT AS THE LIABILITY P▇▇▇▇▇▇' REASONABLE ESTIMATE OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESSELLER'S DAMAGES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, WHICH ▇▇▇▇▇▇▇ MONEY DEPOSIT SHALL BE PAID TO SELLER, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, AND UPON SUCH PAYMENT TO SELLER, THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR TERMINATION SURVIVING OBLIGATIONS. SELLER’S INITIALS: /s/ DJC PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS: /s/ JMP

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF A DEFAULT BY PURCHASER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER AND THAT THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, EXCLUSIVE OF ANY INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF SUCH DAMAGES. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN SOLELY BY REASON OF ANY DEFAULT OF PURCHASER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, INCLUSIVE OF ANY INTEREST ACCRUED THEREON, WILL BE SELLER’S FULL, AGREED AND LIQUIDATED DAMAGES AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) IN LIEU OF ANY OTHER DAMAGES, SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY SELLER MIGHT OTHERWISE HAVE AGAINST PURCHASER, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. THIS SECTION SHALL NOT WAIVE OR AFFECT SELLER’S RIGHT SAND PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT (WHICH ARE NOT LIMITED BY THIS SECTION 13.2). 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. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, NOTHING CONTAINED HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS TERMINATION SURVIVING OBLIGATIONS. SELLER AND INSTRUMENTS EXECUTED PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND DELIVERED TO SELLER PURSUANT TO UNDERSTAND THE TERMS AND CONDITIONS PROVISIONS OF THIS AGREEMENTSECTION 13.2, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BE BOUND BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEESITS TERMS.

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLER SHALL HAVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

Default by Purchaser. IF ALL OF THE CONDITIONS TO PURCHASER’S OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY PURCHASER AND IF PURCHASER FAILS SHOULD FAIL TO CONSUMMATE THIS AGREEMENT TRANSACTION FOR ANY REASON OTHER THAN SELLER’S DEFAULT DEFAULT, FAILURE OF A CONDITION TO PURCHASER’S OBLIGATION TO CLOSE, OR THE PERMITTED EXERCISE BY PURCHASER OF AN EXPRESS RIGHT OF TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR GRANTED HEREIN, SELLER’S SOLE REMEDY IN THIS AGREEMENT, SELLER WILL SUCH EVENT SHALL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE TO RETAIN THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN DAMAGES, SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL DEFAULT BY PURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE AMOUNT PARTIES’ BEST ESTIMATE OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTRARY CONTAINED IN THIS SECTION 12.1PARAGRAPH 9.1, WILL SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT THE LIABILITY OF PURCHASER IN ANY WAY PURCHASER’S INDEMNITY OBLIGATIONS UNDER (IPARAGRAPHS 2.3(a) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.7.5. Seller’s initials Purchaser’s initials

Default by Purchaser. IF IF, AT CLOSING, PURCHASER FAILS SHALL FAIL TO CONSUMMATE THIS AGREEMENT THE TRANSACTION CONTEMPLATED HEREUNDER FOR ANY REASON OTHER THAN A DEFAULT OF THE SELLER, THE FAILURE OF A CONDITION SET FORTH IN SECTION 4.7 HEREOF OR A TERMINATION PURSUANT TO SECTION 7 HEREOF, THEN SELLER SHALL RETAIN THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTACTUAL DAMAGES, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER LIMIT PURCHASER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES’S OBLIGATIONS UNDER SECTION 10.24 HEREOF.

Default by Purchaser. IF ALL ▇▇▇▇▇▇▇ MONEY DEPOSITED INTO THE ESCROW IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER FAILS TO CONSUMMATE OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT FOR AGREEMENT. IN THE EVENT OF ANY REASON OTHER THAN SELLER’S UNCURED DEFAULT OR OF THE PERMITTED TERMINATION PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLEDMAY, AS ITS SOLE REMEDYUPON NOTICE TO PURCHASER, TO TERMINATE THIS AGREEMENT AND RECEIVE RETAIN ALL OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED SELLER’S SOLE AND EXCLUSIVE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND PURCHASER SHALL HAVE NO FURTHER RIGHTS TO PURCHASE THE PROPERTY. FOR PURPOSES OF THIS SECTION, AN “UNCURED DEFAULT” IS ANY DEFAULT OR BREACH UNDER THIS AGREEMENT THAT IS NOT CURED BY PURCHASER WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE FROM SELLER TO PURCHASER AND ESCROW AGENT WHICH SPECIFIES DETAILS OF SUCH DEFAULT, EXCEPT FOR THE BREACH FAILURE OF PURCHASER TO MAKE WHEN DUE HEREUNDER ANY PAYMENT OF ▇▇▇▇▇▇▇ MONEY OR OF THE PURCHASE PRICE, OR FAILURE OF PURCHASER TO CLOSE UNDER THIS AGREEMENT ON THE CLOSING DATE FOR ANY REASON (OTHER THAN A SELLER DEFAULT THAT HAS NOT BEEN CURED WITHIN ANY APPLICABLE CURE PERIOD UNDER THIS AGREEMENT), NONE OF WHICH ARE ELIGIBLE TO BE CURED. IT IS THE PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER’S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE AN UNCURED DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAINDETERMINE. THEREFORE, AND BY PLACING THEIR INITIALS BELOW, THE AMOUNT OF PARTIES ACKNOWLEDGE THAT THE DEPOSIT IS A ▇▇▇▇▇▇▇ MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE THEREOFOF SELLER’S DAMAGES. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.Seller’s Initials /s/ GAB Purchaser’s Initials /s/ MA

Default by Purchaser. IF IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTPURCHASER, SELLER WILL BE ENTITLED, SHALL HAVE THE RIGHT TO RECEIVE THE DEPOSIT FROM THE ESCROW AGENT AS ITS SOLE REMEDY, TO TERMINATE AND EXCLUSIVE REMEDY AND THEREUPON THIS AGREEMENT SHALL BE TERMINATED AND RECEIVE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT WITH RESPECT TO THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOFSURVIVING TERMINATION OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER NOTHING CONTAINED HEREIN SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, LIMIT SELLER’S REMEDIES AT LAW, LAW OR IN EQUITYEQUITY AS TO THE SURVIVING TERMINATION OBLIGATIONS PROVIDED, AND NOTHING CONTAINED HOWEVER, IN THIS SECTION 12.1, WILL LIMIT THE NO EVENT SHALL PURCHASER’S AGGREGATE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER TO SELLER UNDER THIS AGREEMENT; AGREEMENT EXCEED AN AMOUNT EQUAL TO ONE MILLION AND 00/100 DOLLARS (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES$1,000,000.00).

Default by Purchaser. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR HEREUNDER, THEN SELLER SHALL RETAIN THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES FOR DAMAGES. THE BREACH OF THIS AGREEMENT. IT IS PARTIES HAVE AGREED BETWEEN SELLER AND PURCHASER THAT THE SELLER'S ACTUAL DAMAGES TO SELLER DAMAGES, IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL A FAILURE TO ASCERTAINCONSUMMATE THIS SALE DUE TO PURCHASER'S DEFAULT HEREUNDER, AND WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE THEREOFOF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. NOTWITHSTANDING BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT LAWTHE TIME THIS AGREEMENT WAS MADE, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS CONSEQUENCES OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR LIMIT PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER:________________ PURCHASER:___________________

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THE ESCROW AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OR OF PURCHASER IN THE PERMITTED TERMINATION PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENTBEYOND APPLICABLE CURE PERIODS, THEN SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. 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. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENTAGREEMENT FOR, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; OR (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT DAL02:624104.4 LEGAL_US_W # 74790953.14 44 OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. PURCHASER AND SELLERS HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTIES AND (ii) SUCH AMOUNT WILL BE PAID TO SELLERS AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLERS AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLERS’ REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR TERMINATION SURVIVING OBLIGATIONS. SELLERS’ INITIALS: _______ PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.’S INITIALS: _______ : _______

Default by Purchaser. IF PURCHASER FAILS IN THE EVENT OF ANY EVENT OF DEFAULT BY PURCHASER, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO CONSUMMATE RECEIVE THE DEPOSIT, INCLUDING THE PURCHASER’S PREMIUM, AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND TO TERMINATE THIS AGREEMENT WHEREUPON NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY, EXCEPT FOR THE OBLIGATIONS AND PROVISIONS WHICH ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL BE DEEMED IN ANY REASON OTHER THAN SELLERWAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S DEFAULT INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THAT SURVIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT IS AGREED BETWEEN SELLER HEREUNDER AND PURCHASER THAT TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE ACTUAL DAMAGES TO PROPERTY OR TAKE ANY OTHER ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN PURCHASER SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER IN THE EVENT BY REASON OF SUCH BREACH ARE IMPRACTICAL ACTION TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED CONTEST BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

Default by Purchaser. If the Closing does not occur due to Purchaser’s failure or inability to perform any of its obligations hereunder, then Seller, as its sole and exclusive remedy, shall elect either: (i) to terminate this Agreement and receive the Deposit as liquidated damages for breaches occurring prior to the Closing Date, in which event the parties shall not have any obligations hereunder to the other except for the obligations that expressly survive a termination of this Agreement; or (ii) to waive such matter or condition and proceed to Closing. IF PURCHASER FAILS TO CONSUMMATE SELLER TERMINATES THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, SECTION 16(b)(i) AND HAS THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR DEPOSIT, THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER PARTIES ACKNOWLEDGE AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER AGREE BY INITIALING BELOW THAT: (I) IN THE EVENT OF SUCH BREACH ARE A DEFAULT, SELLER WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN; AND (II) THE DEPOSIT, TOGETHER WITH ALL INTEREST, IF ANY, EARNED THEREON, BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLER BY REASON OF SUCH A DEFAULT, AND THE DEPOSIT AND INTEREST IS NOT AN AMOUNT WHICH IS UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS MADE (PURCHASER ACKNOWLEDGING AND AGREEING THAT PURCHASER HAS FULLY CONSIDERED THE PROVISIONS OF THIS SECTION 16) AND SUCH CIRCUMSTANCES PRIOR TO ENTERING INTO THIS AGREEMENT AND HAS CONSULTED WITH PURCHASER’S COUNSEL WITH RESPECT THERETO); AND (III) UPON DELIVERY TO ESCROW AGENT BY SELLER OF WRITTEN NOTICE OF THEIR ELECTION TO TERMINATE THIS AGREEMENT AS PROVIDED IN CLAUSE (i) OF SECTION 16(b) SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES, AND PURCHASER SHALL FORTHWITH INSTRUCT ESCROW AGENT TO RELEASE THE DEPOSIT IS AND ALL INTEREST EARNED THEREON TO SELLER AND TO RETURN TO SELLER ALL DOCUMENTS AND INSTRUMENTS THERETOFORE DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF THEM; PROVIDED, HOWEVER, THAT THE DEPOSIT SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY AMOUNTS OWED TO SELLER BY PURCHASER AS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOINGRESULT OF INDEMNITIES AND OTHER PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE ITS TERMINATION; AND PROVIDED FURTHER, THAT SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT BE ENTITLED TO THIS AGREEMENT, AT LAW, RECOVER FROM PURCHASER ATTORNEYS’ FEES AND OTHER OUT OF POCKET COSTS INCURRED BY THEM IN CONNECTION WITH THE ENFORCEMENT OR IN EQUITY, AND NOTHING DEFENSE OF OBLIGATIONS CONTAINED IN THIS SECTION 12.116. IN FURTHER EVIDENCE OF THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES PROVISION, WILL LIMIT THE LIABILITY OF SELLER AND PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR HAVE INITIALED BELOW: SELLER: PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.:

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT (OR SO MUCH THEREOF AS HAS BEEN PREVIOUSLY DELIVERED BY PURCHASER), TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER'S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER'S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TERMINATION SURVIVING OBLIGATIONS. _____RIG_____ __TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES._____ Purchaser Initials Seller Initials

Default by Purchaser. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, THE CLOSING AND THE AMOUNT CONSUMMATION OF THE DEPOSIT TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, IS A REASONABLE ESTIMATE THEREOFOF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE LIABILITY EVENT OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED A BREACH BY PURCHASER UNDER THIS AGREEMENT; (II) OF ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO CLOSING SURVIVING OBLIGATIONS OR THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.TERMINATION SURVIVING OBLIGATIONS. Purchaser Initials Seller Initials