Common use of Default by Seller Clause in Contracts

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO BY SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND OR ANY DEFAULT BY EITHER OF THE CLOSING DATEOTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS), PURCHASER’S BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO ELECT ONE EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER DEPOSIT AND SELLER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT REIMBURSE BUYER FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING AGREEMENT IN AN AMOUNT NOT TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY EXCEED THIRTY THOUSAND AND NO/100 DOLLARS ($50,000.0030,000), OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, BUYER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE AGGREGATE“PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) SELLER SHALL HAVE NO LIABILITY FOR, BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM, AND AFTER PURCHASER HAS RECOVERED ALL BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER WITH RESPECT TO, ANY BREACH OR ALLEGED BREACH BY OR ON THE FOREGOING NEITHER PARTY PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING, INDEMNITY OR AGREEMENT CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY, “SELLER’S UNDERTAKINGS”) OCCURRING PRIOR TO THE CLOSE OF ESCROW (PROVIDED THAT BUYER HAD ACTUAL KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO THE CLOSE OF ESCROW BUT NEVERTHELESS ELECTED TO PROCEED WITH THE CLOSE OF ESCROW), (II) SELLER SHALL HAVE NO LIABILITY FOR, BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM AND AGAINST ANY FURTHER RIGHTS AND ALL CLAIMS ARISING FROM, AND BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER WITH RESPECT TO, ANY BREACH OR OBLIGATIONS EXCEPT FOR PURCHASERALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S INDEMNITY OBLIGATIONS HEREUNDER, UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW OR (B) PROVIDED THAT BUYER DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO BRING A THE CLOSE OF ESCROW, PRIOR TO THE CLOSE OF ESCROW (COLLECTIVELY, “BUYER’S POST-CLOSING CLAIMS”), UNLESS BUYER HAS DELIVERED TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE WITH RESPECT THERETO (THE “RECOURSE NOTICE”) AFTER THE CLOSE OF ESCROW BUT ON OR BEFORE THE DATE THAT IS SIX (6) MONTHS FOLLOWING THE CLOSE OF ESCROW AND BUYER HAS FILED SUIT WITH RESPECT THERETO WITHIN THIRTY (30) DAYS AFTER BUYER’S DELIVERY OF THE RECOURSE NOTICE, (III) THE RECOURSE OF BUYER AND ITS SUCCESSORS OR ASSIGNS AGAINST SELLER WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) IN THE AGGREGATE (PLUS ANY AWARD FOR BROKER’S COMMISSIONS AS DESCRIBED IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)), PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR SPECIFIC PERFORMANCE RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000); PROVIDED FURTHER, THAT IN THE EVENT ANY SUIT JUDGMENT AGAINST SELLER FOR SPECIFIC PERFORMANCE MUST RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), THEN SELLER SHALL BE BROUGHT WITHIN NINETY DEEMED TO BE THE PREVAILING PARTY (90INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) DAYS AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY OF SELLER’S DEFAULTUNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF IS ASSUMED BY, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) AND (III) ABOVE, AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY OF SELLER’S UNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF, IS ASSUMED BY, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST ANY OF SELLER’S DIRECT OR INDIRECT MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTORS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE EXTENT PERMITTED BY LAWCONTRARY, PURCHASER WAIVING THE RIGHT IN NO EVENT SHALL SELLER BE LIABLE TO BRING SUIT AT BUYER FOR ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS PUNITIVE, SPECULATIVE OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCECONSEQUENTIAL DAMAGES.

Default by Seller. IF IN THE EVENT THAT SELLER DEFAULTS IN OR FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, PURCHASER SHALL BE ENTITLED AS ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: REMEDIES EITHER (A) TO RECEIVE THE RETURN OF THE DEPOSIT, WHICH RETURN SHALL OPERATE TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDERAGREEMENT, OR (B) TO BRING A ENFORCE SPECIFIC PERFORMANCE OF SELLER’S OBLIGATION TO EXECUTE THE DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO PURCHASER. PURCHASER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE RETURN OF THE DEPOSIT IF PURCHASER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN AGAINST SELLER IN A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED, ON OR BEFORE NINETY (90) DAYS OF SELLER’S DEFAULT, FOLLOWING THE DATE UPON WHICH CLOSING WAS TO THE EXTENT PERMITTED BY LAW, HAVE OCCURRED. IN EITHER EVENT PURCHASER WAIVING SHALL RETAIN THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST PURSUIT OF, AND SELLER SHALL BE LIABLE FOR REIMBURSEMENT OF, ALL OF PURCHASER’S COSTS AND EXPENSES INCURRED IN PURSUIT OF THE PROPERTY EXCEPT PURCHASE CONTEMPLATED HEREIN (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE LEGAL FEES IN PREPARATION, NEGOTIATION AND REVIEW OF DOCUMENTS, REPORTS AND INSPECTION ITEMS, AND ALL THIRD PARTY COSTS INCURRED IN CONNECTION WITH INSPECTION OF THE FILING OF A SUIT FOR SPECIFIC PERFORMANCEPROPERTY).

Default by Seller. IF In the event that Seller fails to perform any of the material covenants or agreements contained herein which are to be performed by Seller, Buyer may, at its option and as its exclusive remedy, either (i) terminate this Agreement by giving written notice of termination to Seller whereupon Escrow Holder will return to Buyer the Deposit, Seller shall reimburse Buyer for its reasonable third-party out-of-pocket costs and expenses (including attorneys' fees) in an amount not to exceed $50,000 (which obligation shall survive termination of this Agreement) and both Buyer and Seller will be relieved of any further obligations or liabilities hereunder, except for those obligations which expressly survive any termination hereof, or (ii) seek specific performance of this Agreement. SELLER DEFAULTS AND BUYER AGREE THAT THIS SECTION 16.1 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE BUYER AND THE REMEDIES AVAILABLE TO BUYER, AND SHALL BE BUYER'S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER OF ITS REPRESENTATIONS, WARRANTIES, OR COVENANTS OR ITS OBLIGATION TO SELL AND CONVEY CONSUMMATE THE PROPERTY TO PURCHASER PURSUANT TO TRANSACTIONS CONTEMPLATED BY THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL AGREEMENT. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO (I) THE RETURN RECOVER ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, SPECULATIVE OR INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)SELLER, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAINREPRESENTATIONS, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO BRING SUIT AT FILE ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE ANY LIEN AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING UNLESS AND UNTIL BUYER HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF A SUIT FOR SPECIFIC PERFORMANCETHIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY. If Buyer elects the remedy in subsection (ii) above, Buyer must commence and file such specific performance action in the appropriate court not later than thirty (30) days following the Closing Date.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)FAILS TO OCCUR BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT, PURCHASER’S THEN BUYER MAY ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT REMEDY, ONE OF THE FOLLOWING: (Aa) TO TERMINATE THIS CONTRACTAGREEMENT BY WRITTEN NOTICE TO SELLER, IN WHICH EVENT PURCHASER CASE THE DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL BE ENTITLED RETURNED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)BUYER, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER BUYER FINAL AGREEMENT SHALL ALSO BE ENTITLED TO THE RECOVERY RECOVER FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE AN ADDITIONAL SUM EQUAL TO ALL ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH ENTERING THIS AGREEMENT, THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THE ADDITIONAL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE ENTERED INTO IN CONNECTION WITH THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, AGREEMENT (INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTSEXHIBITS HERETO), AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, THE PROJECT UP TO A MAXIMUM AMOUNT OF TWO HUNDRED FIFTY THOUSAND AND NO/100 00/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, 250,000.00); OR (Bb) TO BRING A SUIT AN ACTION FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT OF THIS AGREEMENT, BUT ONLY UNDER AND SUBJECT TO THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (i) BUYER SHALL BE READY, WILLING AND ABLE TO COMPLETE THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT ON THE CLOSING DATE; AND (ii) THE ACTION FOR SPECIFIC PERFORMANCE MUST SHALL BE BROUGHT WITHIN NINETY COMMENCED NOT LATER THAN THIRTY (9030) DAYS AFTER BUYER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT, EXCEPT IF SUCH CONTRACTUAL LIMITATION ON THE TIME PERIOD TO THE EXTENT PERMITTED FILE SUIT IS PROHIBITED OR LIMITED BY LAW, PURCHASER WAIVING THE TIME PERIOD SHALL BE EXTENDED TO THE MINIMUM LIMITATION PERIOD ALLOWED BY LAW. BUYER WAIVES ANY RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES PURSUE ANY OTHER RIGHTS REMEDY AT LAW OR REMEDIES. PURCHASER AGREES NOT IN EQUITY FOR SUCH DEFAULT OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO FILE A LIS PENDENS SEEK, CLAIM OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCEOBTAIN PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES.

Default by Seller. IF IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER AND SELLER DEFAULTS 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 ITS OBLIGATION THE EVENT OF SUCH DEFAULT, IN ADDITION TO SELL ATTORNEYS’ FEES AND CONVEY THE PROPERTY TO PURCHASER COSTS PURSUANT TO THIS CONTRACT SECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH REMEDY (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATEAT LAW OR IN EQUITY), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWINGEITHER: (Aa) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE; OR (Ib) RECEIVE THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED DEPOSIT THEN PAID PLUS AN AMOUNT EQUAL TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS TO UNRELATED AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTYINDEPENDENT THIRD PARTY VENDORS, INCLUDING WITHOUT LIMITATIONATTORNEYS’ FEES (EXCEPT IN-HOUSE ATTORNEYS), DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP WITH REGARD TO A MAXIMUM AMOUNT OF FIFTY THIS TRANSACTION (SUCH OUT-OF-POCKET COSTS NOT TO EXCEED ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000.00100,000) 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 XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, AND AFTER BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER HAS RECOVERED ALL PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671. PURCHASER HEREBY WAIVES THE FOREGOING 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 FOR THE RIGHT OF PURCHASER TO COLLECT SUCH LIQUIDATED DAMAGES FROM SELLER. SELLER’S INITIALS PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.INITIALS X.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)CONTRACT, PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S AND ANY SELLER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING FILE A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST MAY NOT BE BROUGHT WITHIN NINETY FILED MORE THAN FORTY FIVE (9045) DAYS OF AFTER SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. A SUIT FOR SPECIFIC PERFORMANCE UNDER THIS PARAGRAPH SHALL BE ACTIONABLE AND ENFORCEABLE IF AND ONLY IF PURCHASER DELIVERS NOTICE TO SELLER OF ITS INTENTION TO FILE A SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER WITHIN THIRTY (30) DAYS AFTER SELLER’S DEFAULT. AS A CONDITION PRECEDENT TO ANY SUIT FOR SPECIFIC PERFORMANCE, PURCHASER MUST HAVE TENDERED ALL OF ITS DELIVERIES ON OR BEFORE THE CLOSING DATE, INCLUDING THE PURCHASE PRICE, TO THE EXTENT POSSIBLE GIVEN THE SELLER’S DEFAULT. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH WITH, AND AFTER, THE PROPER FILING OF A SUIT FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, IF PURCHASER ELECTS TO TERMINATE THIS CONTRACT UNDER THIS PARAGRAPH 4.6, SELLER SHALL BE OBLIGATED TO REIMBURSE PURCHASER FOR ALL OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY PURCHASER IN CONNECTION WITH THIS CONTRACT, NOT TO EXCEED THE AMOUNT OF $25,000.00 (THE “REIMBURSEMENT CAP”).

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)FAILS TO OCCUR BECAUSE OF A DEFAULT BY SELLER UNDER THIS AGREEMENT, PURCHASER’S THEN BUYER MAY ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT REMEDY, ONE OF THE FOLLOWING: (Aa) TO TERMINATE THIS CONTRACTAGREEMENT BY WRITTEN NOTICE TO SELLER, IN WHICH EVENT PURCHASER CASE THE DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL BE ENTITLED RETURNED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)BUYER, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER BUYER SHALL ALSO BE ENTITLED TO THE RECOVERY RECOVER FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE AN ADDITIONAL SUM EQUAL TO ALL ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH ENTERING THIS AGREEMENT, THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, THE ADDITIONAL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED TO BE ENTERED INTO IN CONNECTION WITH THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, AGREEMENT (INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTSEXHIBITS HERETO), AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, THE PROJECT UP TO A MAXIMUM AMOUNT OF TWO HUNDRED FIFTY THOUSAND AND NO/100 00/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, 250,000.00); OR (Bb) TO BRING A SUIT AN ACTION FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT OF THIS AGREEMENT, BUT ONLY UNDER AND SUBJECT TO THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (i) BUYER SHALL BE READY, WILLING AND ABLE TO COMPLETE THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT ON THE CLOSING DATE; AND (ii) THE ACTION FOR SPECIFIC PERFORMANCE MUST SHALL BE BROUGHT WITHIN NINETY COMMENCED NOT LATER THAN THIRTY (9030) DAYS AFTER BUYER HAS ACTUAL KNOWLEDGE OF SELLER’S DEFAULT, EXCEPT IF SUCH CONTRACTUAL LIMITATION ON THE TIME PERIOD TO THE EXTENT PERMITTED FILE SUIT IS PROHIBITED OR LIMITED BY LAW, PURCHASER WAIVING THE TIME PERIOD SHALL BE EXTENDED TO THE MINIMUM LIMITATION PERIOD ALLOWED BY LAW. BUYER WAIVES ANY RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES PURSUE ANY OTHER RIGHTS REMEDY AT LAW OR REMEDIES. PURCHASER AGREES NOT IN EQUITY FOR SUCH DEFAULT OF SELLER, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO FILE A LIS PENDENS SEEK, CLAIM OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCEOBTAIN PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND EVENT THE CLOSING DATE)OF ESCROW FOR THE SALE OF THE PROJECT AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT (WHICH IS NOT CURED BY SELLER WITHIN FIVE (5) BUSINESS DAYS OF SELLER’S RECEIPT OF NOTICE THEREOF FROM BUYER) TO UNDER THIS AGREEMENT, PURCHASER’S BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE REMEDY, AT LAW OR IN EQUITY, TO ELECT ONE OF THE FOLLOWING: EITHER (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AGREEMENT AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY RECEIVE A REIMBURSEMENT FROM SELLER OF PURCHASERFOR BUYER’S ACTUAL AND REASONABLE OUT-OF-POCKET DUE DILIGENCE COSTS AND EXPENSES INCURRED PAID TO THIRD PARTIES IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, TRANSACTION (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) (BUYER SHALL PROVIDE SUCH DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP COSTS TO A MAXIMUM AMOUNT OF FIFTY SELLER TOGETHER WITH REASONABLE SUPPORTING DOCUMENTATION) NOT TO EXCEED ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($50,000.00100,000.00) IN THE AGGREGATE, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND AFTER PURCHASER HAS RECOVERED RELEASE SELLER FROM ANY AND ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS LIABILITY HEREUNDER, OR (B) IN LIEU OF THE REMEDY SET FORTH IN SUBSECTION (A) ABOVE, TO BRING A SUIT FOR PURSUE SPECIFIC PERFORMANCE PROVIDED OF THE CONVEYANCE OF THE PROJECT WITHOUT RIGHT TO ANY OTHER DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER (EXCEPT IN THE EVENT THAT ANY SUIT FOR SELLER’S VOLUNTARY ACTIONS MAKE SPECIFIC PERFORMANCE MUST UNAVAILABLE OR IMPRACTICAL AS A REMEDY TO BUYER, IN WHICH CASE BUYER SHALL BE BROUGHT ENTITLED ANY AND ALL DAMAGES AND REMEDIES AVAILABLE AT LAW OR EQUITY), BUT ONLY IF BUYER IS READY, WILLING AND ABLE TO CLOSE ON OR BEFORE THE SCHEDULED CLOSING DATE AND BUYER FILES SUCH SPECIFIC PERFORMANCE ACTION WITHIN NINETY SIXTY (9060) DAYS OF SELLER’S DEFAULT, TO FOLLOWING THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER SCHEDULED CLOSING DATE. PURCHASER WAIVES ANY OTHER RIGHTS BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS AGAINST ANY OR ALL OF THE PROPERTIES OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT THAN IN CONNECTION AND CONCURRENTLY WITH THE FILING OF A SUIT SUCH SPECIFIC PERFORMANCE ACTION. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 8.1 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, (B) ATTORNEYS’ FEES AND COSTS INCURRED IN ENFORCING THIS AGREEMENT, (C) OBLIGATIONS WHICH BY THEIR TERMS SURVIVE CLOSE OF ESCROW, OR (D) THIRD PARTY CLAIMS. THIS SECTION 8.1 SHALL SURVIVE THE CLOSING OR ANY BREACH OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR SPECIFIC PERFORMANCE.LOST PROFITS, SPECULATIVE, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. Seller’s Initials /s/SP /s/SP /s/SP Buyer’s Initials /s/ DP

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD TRANSACTION HEREIN PROVIDED SHALL NOT EXTEND THE CLOSING DATE)BE CLOSED SOLELY BY REASON OF SELLER’S DEFAULT UNDER THIS AGREEMENT, PURCHASER’S SOLE AND EXCLUSIVE REMEDY THEN BUYER SHALL BE TO ENTITLED ELECT EITHER ONE OF THE FOLLOWINGFOLLOWING ALTERNATIVES, AS ITS SOLE REMEDY IN CONNECTION WITH SUCH DEFAULT: (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RECEIVE A RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), DEPOSIT AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLERBE REIMBURSED BY SELLER FOR BUYER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TRANSACTION, NOT TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTSEXCEED $200,000.00, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OBLIGATION OR LIABILITY TO THE OTHER (OTHER THAN THOSE OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR THAT EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT); (B) IF BUYER SHALL HAVE FULLY PERFORMED ITS OBLIGATIONS HEREUNDER AND SHALL BE READY, WILLING AND ABLE TO CLOSE (BUT WITHOUT THE REQUIREMENT OF DELIVERING THE ENTIRE PURCHASE PRICE INTO ESCROW BUT WITH A SHOWING THAT BUYER HAS THE RESOURCES TO DO SO), THEN BUYER SHALL BE ENTITLED TO SPECIFICALLY ENFORCE THIS AGREEMENT AS ITS SOLE AND EXCLUSIVE REMEDY (AND BUYER SHALL NOT BE ENTITLED TO BRING ANY OTHER ACTION, FOR DAMAGES OR OTHERWISE, BY REASON OF A SUIT FOR DEFAULT BY SELLER PRIOR TO CLOSING), BUT SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT MAY NOT BE GRANTED OR AWARDED UNLESS BUYER HAS INSTITUTED AN ACTION FOR THE SAME WITHIN FORTY FIVE (45) DAYS AFTER THE CLOSING DATE (AS THE SAME MAY BE EXTENDED PURSUANT TO THE TERMS OF THIS AGREEMENT). NOTWITHSTANDING THE FOREGOING, IF SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS IS UNAVAILABLE AS A REMEDY TO BUYER BECAUSE OF SELLER’S DEFAULTAFFIRMATIVE INTENTIONAL ACT IN BREACH OF THIS AGREEMENT FOR THE PURPOSE OF AVOIDING THE TRANSACTION DESCRIBED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING BUYER SHALL HAVE THE RIGHT TO BRING SUIT AT RECEIVE A RETURN OF THE DEPOSIT AND, IN ADDITION, ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST CONSIDERATION IN EXCESS OF THE PURCHASE PRICE RECEIVED BY SELLER IN THE SALE OF THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF TO A SUIT FOR SPECIFIC PERFORMANCETHIRD PARTY.

Default by Seller. IF SELLER DEFAULTS SHALL DEFAULT IN THE PERFORMANCE OF ITS OBLIGATION TO SELL AND CONVEY OBLIGATIONS OR BREACH ANY COVENANT OF SELLER THAT HAS A MATERIAL ADVERSE EFFECT ON THE PROPERTY OR ON PURCHASER'S RIGHTS UNDER THIS AGREEMENT OR IF SELLER SHALL FAIL TO PURCHASER PURSUANT CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR ANY REASON, EXCEPTING PURCHASER'S DEFAULT OR THE FAILURE OF ANY OF THE CONDITIONS TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN SELLER'S OBLIGATIONS HEREUNDER TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)BE SATISFIED OR WAIVED, PURCHASER’S 'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY UPON PURCHASER GIVING WRITTEN NOTICE TO SELLER AND TITLE COMPANY, WHEREUPON PURCHASER SHALL RECEIVE THE IMMEDIATE REFUND OF THE FOLLOWING: (A) DEPOSIT, AND SELLER SHALL PAY PURCHASER DAMAGES IN AN AMOUNT EQUAL TO TERMINATE THIS CONTRACTTHE AMOUNT OF THE DEPOSIT, IN WHICH EVENT PURCHASER PAYMENT SHALL NOT BE A PENALTY, BUT INSTEAD SHALL CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES AGREEING AND STIPULATING THAT THE EXACT AMOUNT OF DAMAGES WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT CONSTITUTES A REASONABLE AND FAIR APPROXIMATION OF SUCH DAMAGES AND SELLER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER RESPONSIBLE FOR ALL COSTS OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)ESCROW, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATEANY. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.Seller's Initials: /s/ WRM Purchaser's Initials: /s/ TJW

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH SELLER’S DEFAULT HEREUNDER, BUYER SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)BE ENTITLED, PURCHASER’S AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE REMEDY, TO ELECT ONE OF THE FOLLOWING: EITHER (A) RECEIVE THE RETURN OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT RECEIVE REIMBURSEMENT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE THIRD PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING ITS DILIGENCE RELATING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) SEEK SPECFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO BRING A SUIT FOR SPECIFIC PERFORMANCE COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER; PROVIDED THAT ANY SUIT ACTION BY BUYER FOR SPECIFIC PERFORMANCE MUST BE BROUGHT COMMENCED, IF AT ALL, WITHIN NINETY SIXTY (9060) DAYS OF THE DATE BUYER BECOMES AWARE OF SELLER’S DEFAULT, THE FAILURE OF WHICH SHALL CONSTITUTE A WAIVER BY BUYER OF SUCH RIGHT AND REMEDY. IF BUYER SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD BUYER’S SOLE REMEDY FOR SUCH DEFAULT SHALL BE TO THE EXTENT PERMITTED BY LAWTERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. FURTHER, PURCHASER WAIVING THE IF ESCROW FAILS TO CLOSE DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER SHALL HAVE NO RIGHT TO BRING SUIT AT SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY LATER DATESUM. PURCHASER EXCEPT FOR THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE CASE WHERE ESCROW FAILS TO CLOSE AS A RESULT OF SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER HEREBY WAIVES ANY AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS OR REMEDIESFOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER’S DEFAULT. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.Buyer’s Initials /s/ KML Seller’s Initial’s /s/ TM

Default by Seller. IF THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO SELLER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF BUYER TO ACQUIRE THE PURCHASED INTERESTS AS PROVIDED IN THIS AGREEEMENT TO FAIL TO BE SATISFIED, 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, SUBJECT TO SECTION 9.17, TEN MILLION DOLLARS ($10,000,000) (IN ADDITION TO THE RETURN OF THE OPTION FEE) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT BUYER WOULD INCUR IN THE EVENT OF SELLER’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY OF THE CONDITIONS TO THE OBLIGATIONS OF BUYER TO ACQUIRE THE PURCHASED INTERESTS AS PROVIDED IN THIS AGREEMENT TO FAIL TO BE SATISFIED. IN THE EVENT SELLER DEFAULTS IN ITS OBLIGATION FAILS TO CONVEY THE PROPERTY TO THE NEWCOS OR SELL AND CONVEY THE PROPERTY PURCHASED INTERESTS TO PURCHASER PURSUANT BUYER UPON THE SATISFACTION OF THE CONDITIONS TO SELLER’S OBLIGATIONS SET FORTH IN THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN AGREEMENT, BUYER MAY, SUBJECT TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)SECTION 9.17, PURCHASER’S AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: (A) TO FOR SUCH FAILURE, TERMINATE THIS CONTRACTAGREEMENT, IN WHICH EVENT PURCHASER BUYER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER BUYER OF THE XXXXXXX MONEY OPTION FEE AND SELLER SHALL PAY TO BUYER TEN MILLION DOLLARS (INCLUDING $10,000,000) AS LIQUIDATED DAMAGES. THE INDEPENDENT CONTRACT CONSIDERATIONPAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR A PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER. 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. THIS SECTION 7.2 IS NOT INTENDED TO LIMIT EITHER PARTY’S RIGHTS UNDER SECTION 9.2. Initials: Seller Buyer THE PARTIES ACKNOWLEDGE THAT IN THE EVENT BUYER TERMINATES THIS AGREEMENT PURSUANT TO SECTIONS 3.5(ii), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN3.6 or 5.2, PURCHASER SHALL ALSO BUYER WILL BE ENTITLED TO THE RECOVERY FROM SELLER RETURN OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING THE OPTION FEE, BUT BUYER SHALL HAVE NO RIGHT TO PURCHASE RECEIVE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 TEN MILLION DOLLARS ($50,000.0010,000,000) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATELIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 7.2. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.EXHIBIT 2.1 ARTICLE 8: OPTION FEE

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL THE EVENT THE CLOSE OF ESCROW AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE CONSUMMATION OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACTTRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER, IN WHICH EVENT PURCHASER BUYER SHALL BE ENTITLED TO EITHER (I1) THE RETURN BY THE ESCROW AGENT TO PURCHASER TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)DEPOSIT, AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAINANY INTEREST ACCRUING THEREON, PURCHASER AND SELLER SHALL ALSO BE ENTITLED PAY TO BUYER AN AMOUNT EQUAL TO THE RECOVERY FROM SELLER LESSER OF PURCHASER(A) BUYER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES EXPENDITURES INCURRED DIRECTLY IN CONNECTION WITH ENTERING INTO NEGOTIATING THIS CONTRACT AGREEMENT AND/OR CONDUCTING DUE DILIGENCE ACTIVITIES CONTEMPLATED HEREUNDER, OR (B) TWO HUNDRED THOUSAND AND ATTEMPTING NO/100 DOLLARS ($200,000.00); OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO PURCHASE BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN TWENTY (20) DAYS FOLLOWING THE PROPERTYDATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED, BUYER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT. IF, HOWEVER, SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER AS THE RESULT OF THE WILLFUL AND WRONGFUL CONVEYANCE OF THE PROPERTY BY SELLER TO A BONA FIDE PURCHASER WHICH CONVEYANCE OCCURS ON OR BEFORE DECEMBER 31, 2002, BUYER SHALL HAVE THE RIGHT TO SEEK ACTUAL DAMAGES FROM SELLER. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELY, INCLUDING WITHOUT LIMITATIONTHIS AGREEMENT, DUE DILIGENCE INSPECTIONS PERFORMED SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY PURCHASER AND BETWEEN THE PARTIES HERETO THAT: (I) THE RECOURSE OF BUYER OR ITS SUCCESSORS OR ASSIGNS AGAINST SELLER AND ITS CONSULTANTSPARTNERS WITH RESPECT TO THE ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY REPRESENTATION, WARRANTY, COVENANT, UNDERTAKING, INDEMNITY OR AGREEMENT CONTAINED IN ANY OF THE PURCHASE DOCUMENTS (COLLECTIVELY, “SELLER’S UNDERTAKINGS”) SHALL (X) BE DEEMED WAIVED UNLESS BUYER HAS DELIVERED TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE UNDER SELLER’S UNDERTAKINGS (THE “RECOURSE NOTICE”) AFTER THE CLOSING DATE BUT ON OR BEFORE THE DATE THAT IS TWELVE (12) MONTHS FOLLOWING THE CLOSING DATE AND BUYER HAS FILED SUIT WITH RESPECT THERETO ON OR BEFORE SUCH DATE, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP (Y) BE LIMITED TO A MAXIMUM AN AMOUNT NOT TO EXCEED THE AMOUNT OF ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) IN THE AGGREGATE OF ALL RECOURSE OF BUYER UNDER THE PURCHASE DOCUMENTS, PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR RECOURSE UNDER SELLER’S UNDERTAKINGS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS, IN THE AGGREGATE, FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) ); PROVIDED FURTHER, THAT IN THE AGGREGATEEVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE UNDER SELLER’S UNDERTAKINGS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(E) BELOW) IS FOR AN AMOUNT LESS THAN FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), THEN SELLER SHALL BE DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(E) BELOW) AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SELLER SHALL HAVE NO LIABILITY THEREFOR; AND (II) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) SORT WITH RESPECT TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULTUNDERTAKINGS OR ANY ALLEGED BREACH THEREOF IS ASSUMED BY, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT OR SHALL AT ANY LATER DATE. PURCHASER WAIVES TIME BE ASSERTED OR ENFORCEABLE AGAINST, SELLER, SELLER’S PARTNERS, OR AGAINST ANY OTHER RIGHTS OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSTITUENT PARTNERS, MEMBERS, BENEFICIARIES, TRUSTEES OR REMEDIES. PURCHASER AGREES NOT REPRESENTATIVES EXCEPT AS PROVIDED IN (I) ABOVE WITH RESPECT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCESELLER.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH SELLER’S DEFAULT HEREUNDER, BUYER SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)BE ENTITLED, PURCHASER’S AS ITS SOLE AND EXCLUSIVE REMEDY SHALL BE REMEDY, TO ELECT ONE OF THE FOLLOWING: (A) RECEIVE THE RETURN OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, AND (IIB) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT REIMBURSEMENT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE THIRD PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING ITS DILIGENCE RELATING TO PURCHASE THE PROPERTY. BUYER HEREBY WAIVES THE RIGHT TO SPECIFIC PERFORMANCE (INCLUDING, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND ITS CONSULTANTS3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER, AND LOAN DEPOSITSTHE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OBLIGATION OF SELLER HEREUNDER. FURTHER IF ESCROW FAILS TO CLOSE DUE TO SELLER’S DEFAULT UNDER THIS AGREEMENT, APPLICATION AND COMMITMENT FEES, UP BUYER SHALL HAVE NO RIGHT TO A MAXIMUM AMOUNT SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) ANY SUM. EXCEPT FOR THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE AGGREGATECASE WHERE ESCROW FAILS TO CLOSE AS A RESULT OF SELLER’S DEFAULT UNDER THIS AGREEMENT, BUYER HEREBY WAIVES AND AFTER PURCHASER HAS RECOVERED RELINQUISHES ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER OTHER CLAIMS AND RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDERDAMAGES, OR (B) INCLUDING BUT NOT LIMITED TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (90) DAYS LOST PROFITS AND ALL OTHER CONSEQUENTIAL DAMAGES AND INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE.Buyer’s Initials /s/ WAS Seller’s Initial’s /s/ SP

Default by Seller. 9.2.1 IF SELLER DEFAULTS IN FAILS TO FULLY AND TIMELY PERFORM ANY OF ITS OBLIGATION OBLIGATIONS HEREUNDER OR FAILS TO SELL AND CONVEY CLOSE ON THE SALE OF THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT FOR ANY REASON, EXCEPT PURCHASER’S DEFAULT, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH PURCHASER PURSUANT TO THIS CONTRACT MAY SUFFER. THEREFORE, PURCHASER AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING SELLER DO HEREBY AGREE THAT, IN THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE EVENT OF SUCH DEFAULT IS GIVEN TO SELLER DEFAULT, PURCHASER MAY (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATEAS ITS SOLE RECOURSE AND REMEDY AT LAW OR IN EQUITY), PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: EITHER (A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT PURSUE AN ACTION AGAINST SELLER FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDERSPECIFIC PERFORMANCE, OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT TERMINATE THIS AGREEMENT AND RECEIVE THE RETURN OF THE DEPOSIT AND SELLER, WITHIN NINETY TEN (9010) BUSINESS DAYS OF SELLER’S DEFAULTRECEIPT OF A WRITTEN DEMAND THEREFOR, TO THE EXTENT PERMITTED SHALL PAY PURCHASERS ACTUAL, OUT OF POCKET, THIRD PARTY DUE DILIGENCE COSTS AND REASONABLE LEGAL FEES INCURRED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THIS AGREEMENT, NOT TO EXCEED $250,000.00, AND WHICH SUCH OBLIGATION SHALL SURVIVE THE FILING TERMINATION OF THIS AGREEMENT. IN THE EVENT PURCHASER ELECTS UNDER THIS SECTION TO RECEIVE A SUIT FOR SPECIFIC PERFORMANCE.RETURN IF THE DEPOSIT AND IF SELLER WRONGFULLY FAILS TO AUTHORIZE ESCROW AGENT TO RELEASE THE DEPOSIT WITHIN FIVE (5) BUSINESS DAYS OF THE DEMAND OF PURCHASER WHEN PURCHASER IS ENTITLED TO THE RETURN OF THE DEPOSIT HEREUNDER, THEN PURCHASER WILL BE ENTITLED TO RECOVER ANY DAMAGES PROXIMATELY CAUSED BY SUCH FAILURE, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’; AND PARARPFOESSIONAL FEES AND COSTS INCURRED TO OBTAIN A RETURN OF THE DEPOSIT,

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND EVENT THE CLOSING DATE)AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER’S , AS PURCHASER'S SOLE AND EXCLUSIVE REMEDY SHALL BE REMEDY, MAY ELECT BY NOTICE TO ELECT ONE SELLER WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE SCHEDULED CLOSING DATE, EITHER OF THE FOLLOWING: (A) TO TERMINATE THIS CONTRACTAGREEMENT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), AND (II) IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAINDEPOSIT SHALL BE RETURNED TO PURCHASER, PURCHASER SHALL ALSO BE ENTITLED RETURN TO SELLER THE RECOVERY FROM PURCHASER'S INFORMATION, SELLER OF PURCHASER’S SHALL REIMBURSE PURCHASER FOR THE ACTUAL AND REASONABLE THIRD PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY PURCHASER IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING AGREEMENT, PROVIDED, HOWEVER, SELLER SHALL HAVE NO OBLIGATION TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY REIMBURSE PURCHASER AND ITS CONSULTANTSFOR MORE THAN $25,000.00, AND LOAN DEPOSITS, APPLICATION THEREAFTER SELLER AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL WILL HAVE ANY NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDERWITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS, OR (B) TO BRING A SUIT FOR SEEK TO ENFORCE SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST OF THIS AGREEMENT. FAILURE OF PURCHASER TO MAKE THE FOREGOING ELECTION WITHIN THE FOREGOING TEN (10) BUSINESS DAY PERIOD SHALL BE BROUGHT WITHIN NINETY (90) DAYS OF SELLER’S DEFAULTDEEMED AN ELECTION BY PURCHASER TO TERMINATE THIS AGREEMENT UNDER THE AFORESAID TERMS AND CONDITIONS THEREOF. NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY NOTHING CONTAINED HEREIN WILL LIMIT PURCHASER'S REMEDIES AT LAW, PURCHASER WAIVING IN EQUITY OR AS HEREIN PROVIDED IN THE RIGHT TO BRING SUIT AT ANY LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING EVENT OF A SUIT FOR SPECIFIC PERFORMANCEBREACH BY SELLER OF ANY OF THE CLOSING SURVIVING OBLIGATIONS OR THE TERMINATION SURVIVING OBLIGATIONS.

Default by Seller. IF IN THE EVENT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF A DEFAULT IN SELLER’S OBLIGATIONS HEREUNDER THAT SELLER DEFAULTS HAS FAILED TO CURE FOR A PERIOD IN ITS OBLIGATION TO SELL AND CONVEY THE PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE FIFTH EXCESS OF FIVE (5TH5) DAY DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT IS GIVEN HAS BEEN PROVIDED BY BUYER TO SELLER (HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE CLOSING DATE)SELLER, PURCHASER’S SOLE AND EXCLUSIVE REMEDY BUYER SHALL BE TO ELECT ONE OF THE FOLLOWING: ENTITLED, AS ITS SOLE REMEDY FOR SUCH DEFAULT, (Ai) TO TERMINATE THIS CONTRACTAGREEMENT AND RECEIVE A RETURN OF THE DEPOSIT AND ANY INTEREST ACCRUED THEREON OR (ii) TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT BUT SHALL HAVE NO RIGHT TO RECEIVE ANY OTHER EQUITABLE OR LEGAL RELIEF EXCEPT AS EXPRESSLY PROVIDED HEREIN. IN THE EVENT SPECIFIC PERFORMANCE IS NOT AVAILABLE AS A RESULT OF SELLER’S ACTIONS, IN WHICH EVENT PURCHASER BUYER SHALL BE ENTITLED TO (I) THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE XXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION)PURSUE ANY OTHER REMEDY AT LAW OR IN EQUITY, AND (II) IF SUCH DEFAULT IS THE RESULT OF PROVIDED THAT SELLER’S INTENTIONAL BREACH OF THIS CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE BENEFIT OF ITS BARGAIN, PURCHASER MAXIMUM LIABILITY UNDER SUCH CIRCUMSTANCES SHALL ALSO BE $300,000.00. BUYER SHALL NOT BE ENTITLED TO RECORD A LIS PENDENS AGAINST THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED PROPERTY OTHER THAN IN CONNECTION WITH ENTERING INTO THIS CONTRACT AND ATTEMPTING TO PURCHASE THE PROPERTY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE INSPECTIONS PERFORMED BY PURCHASER AND ITS CONSULTANTS, AND LOAN DEPOSITS, APPLICATION AND COMMITMENT FEES, UP TO A MAXIMUM AMOUNT OF FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) IN THE AGGREGATE, AND AFTER PURCHASER HAS RECOVERED ALL THE FOREGOING NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, OR (B) TO BRING A SUIT FOR SUCH SPECIFIC PERFORMANCE PROVIDED THAT ANY SUIT FOR SPECIFIC PERFORMANCE MUST ACTION. NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT, SELLER SHALL NOT BE BROUGHT WITHIN NINETY (90) DAYS RELIEVED OF SELLER’S DEFAULT, TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY LATER DATEITS INDEMNIFICATION OBLIGATION UNDER PARAGRAPH 18 HEREOF. PURCHASER WAIVES ANY OTHER RIGHTS OR REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT IN CONNECTION WITH THE FILING OF A SUIT FOR SPECIFIC PERFORMANCE./s/ [ILLEGIBLE] Buyer’s Initials Seller’s Initials