Common use of Default by Seller Clause in Contracts

Default by Seller. IN THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS), BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000), 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE EVENT PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT AND SUCH DEFAULT SHALL CONTINUE UNCURED FOLLOWING THE CLOSE FIFTH (5TH) DAY AFTER WRITTEN NOTICE OF ESCROW DOES NOT OCCUR BY REASON OF ANY SUCH DEFAULT BY IS GIVEN TO SELLER (OR ANY DEFAULT BY EITHER OF HOWEVER SUCH NOTICE PERIOD SHALL NOT EXTEND THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTSCLOSING DATE), BUYER SHALL BE ENTITLED, AS ITS PURCHASER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO ELECT ONE OF THE FOLLOWING: (BUT WITHOUT LIMITING A) TO TERMINATE THIS CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO (I) THE AVAILABLE REMEDIES RETURN BY THE ESCROW AGENT TO PURCHASER OF BUYER UNDER THE OTHER PURCHASE AGREEMENTSXXXXXXX MONEY (INCLUDING THE INDEPENDENT CONTRACT CONSIDERATION), TO EITHER AND (1II) TERMINATE IF SUCH DEFAULT IS THE RESULT OF SELLER’S INTENTIONAL BREACH OF THIS AGREEMENT AND RECEIVE A REFUND CONTRACT FOR THE PURPOSES OF DEPRIVING PURCHASER OF THE DEPOSIT BENEFIT OF ITS BARGAIN, PURCHASER SHALL ALSO BE ENTITLED TO THE RECOVERY FROM SELLER OF PURCHASER’S ACTUAL AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS AGREEMENT IN AN 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 NOT TO EXCEED THIRTY OF FIFTY THOUSAND AND NO/100 DOLLARS ($30,000)50,000.00) IN THE AGGREGATE, OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING AND AFTER PURCHASER HAS RECOVERED ALL 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 “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) SELLER FOREGOING NEITHER PARTY SHALL HAVE NO LIABILITY FORANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S INDEMNITY OBLIGATIONS HEREUNDER, 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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW OR (B) TO BRING A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT BUYER DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO THE CLOSE OF ESCROW, PRIOR TO THE CLOSE OF ESCROW ANY SUIT FOR SPECIFIC PERFORMANCE MUST BE BROUGHT WITHIN NINETY (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 (3090) 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 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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 BYDEFAULT, OR SHALL TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVING THE RIGHT TO BRING SUIT AT ANY TIME BE ASSERTED LATER DATE. PURCHASER WAIVES ANY OTHER RIGHTS OR ENFORCEABLE AGAINST, SELLER REMEDIES. PURCHASER AGREES NOT TO FILE A LIS PENDENS OR OTHER SIMILAR NOTICE AGAINST THE PROPERTY EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) AND (III) ABOVE, AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY CONNECTION WITH THE FILING 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER A SUIT FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGESSPECIFIC PERFORMANCE.

Default by Seller. IF SELLER DEFAULTS IN ITS OBLIGATION TO SELL AND CONVEY THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)PROPERTY TO PURCHASER PURSUANT TO THIS CONTRACT, BUYER SHALL BE ENTITLED, AS ITS PURCHASER’S SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), SHALL BE TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND ELECT ONE OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS FOLLOWING: ($30,000), OR (2A) 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 CONTRACT, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO THE RETURN BY THE ESCROW AGENT TO PURCHASER OF THE DEPOSIT XXXXXXX MONEY 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 “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) SELLER NEITHER PARTY SHALL HAVE NO LIABILITY FOR, BUYER ANY FURTHER RIGHTS OR OBLIGATIONS EXCEPT FOR PURCHASER’S AND ITS SUCCESSORS AND ASSIGNS SHALL BE DEEMED TO HAVE WAIVED AND RELEASED SELLER FROM AND AGAINST ANY 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 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”) 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)INDEMNITY OBLIGATIONS HEREUNDER, (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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW OR (B) TO FILE A SUIT FOR SPECIFIC PERFORMANCE PROVIDED THAT BUYER DID ANY SUIT FOR SPECIFIC PERFORMANCE MAY NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR BE FILED MORE THAN FORTY FIVE (45) DAYS AFTER SELLER’S DEFAULT, TO THE CLOSE OF ESCROWEXTENT PERMITTED BY LAW, PRIOR PURCHASER WAIVING THE RIGHT TO THE CLOSE OF ESCROW (COLLECTIVELY, “BUYER’S POST-CLOSING CLAIMS”), UNLESS BUYER HAS DELIVERED 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 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 ITS INTENTION TO FILE A SUIT WITH RESPECT THERETO FOR SPECIFIC PERFORMANCE AGAINST SELLER WITHIN THIRTY (30) DAYS AFTER BUYERSELLER’S DELIVERY DEFAULT. AS A CONDITION PRECEDENT TO ANY SUIT FOR SPECIFIC PERFORMANCE, PURCHASER MUST HAVE TENDERED ALL OF ITS DELIVERIES ON OR BEFORE THE RECOURSE NOTICECLOSING DATE, (III) INCLUDING THE RECOURSE 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, AND AFTER, THE PROPER FILING OF BUYER AND ITS SUCCESSORS OR ASSIGNS AGAINST A SUIT FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, IF PURCHASER ELECTS TO TERMINATE THIS CONTRACT UNDER THIS PARAGRAPH 4.6, SELLER WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS SHALL BE LIMITED OBLIGATED TO AN AMOUNT REIMBURSE PURCHASER FOR ALL OUT-OF-POCKET EXPENSES REASONABLY INCURRED BY PURCHASER IN CONNECTION WITH THIS CONTRACT, 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 RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS $25,000.00 ($20,000THE “REIMBURSEMENT CAP”); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.

Default by Seller. IN IF THE EVENT THE CLOSE OF ESCROW DOES TRANSACTION HEREIN PROVIDED SHALL NOT OCCUR BE CLOSED SOLELY BY REASON OF ANY SELLER’S DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)THIS AGREEMENT, THEN BUYER SHALL BE ENTITLEDENTITLED ELECT EITHER ONE OF THE FOLLOWING ALTERNATIVES, AS ITS SOLE AND EXCLUSIVE REMEDY IN CONNECTION WITH SUCH DEFAULT: (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1A) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RETURN OF THE DEPOSIT AND BE REIMBURSED BY SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE BUYER’S OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT TRANSACTION, NOT TO EXCEED THIRTY THOUSAND DOLLARS $200,000.00, AND NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER ($30,000OTHER THAN THOSE OBLIGATIONS 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 (2) BRING OTHERWISE, BY REASON OF A DEFAULT BY SELLER PRIOR TO CLOSING), BUT SPECIFIC PERFORMANCE MAY NOT BE GRANTED OR AWARDED UNLESS BUYER HAS INSTITUTED AN ACTION FOR SPECIFIC PERFORMANCETHE 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 BUYER FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, IS UNAVAILABLE AS A REMEDY TO 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY BECAUSE OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER AFFIRMATIVE INTENTIONAL ACT IN BREACH OF THIS AGREEMENT FOR THE CLOSE PURPOSE OF ESCROW OR (B) PROVIDED THAT BUYER DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO AVOIDING 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 TRANSACTION DESCRIBED IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)), PROVIDED HOWEVERTHIS AGREEMENT, BUYER SHALL HAVE NO THE RIGHT TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL RECEIVE A RETURN OF THE AGGREGATE AMOUNT DEPOSIT AND, IN ADDITION, ANY CONSIDERATION IN EXCESS OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000); PROVIDED FURTHER, THAT THE PURCHASE PRICE RECEIVED BY SELLER IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT SALE OF THE PROPERTY 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGESA THIRD PARTY.

Default by Seller. 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 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 THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT EQUITY ARISING FROM OR RELATED TO A BREACH BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)ITS REPRESENTATIONS, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000)WARRANTIES, OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS COVENANTS OR ITS OBLIGATION TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING CONSUMMATE 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 TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. UNDER NO CIRCUMSTANCES MAY BUYER SEEK OR BE ENTITLED TO RECOVER ANY SPECIAL, SAID EXHIBITS AND ALL SUCH DOCUMENTSCONSEQUENTIAL, THE “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL INDIRECT DAMAGES, ALL OF WHICH BUYER SPECIFICALLY WAIVES, FROM SELLER FOR ANY BREACH BY SELLER, OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS OR ITS OBLIGATIONS UNDER THIS AGREEMENT. BUYER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL BUYER HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS 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. IN THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF THAT SELLER DEFAULTS OR FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)REASON, BUYER PURCHASER SHALL BE ENTITLED, ENTITLED AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1A) TO RECEIVE THE RETURN OF THE DEPOSIT, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000)AGREEMENT, OR (2B) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR ENFORCE SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING OF SELLER’S OBLIGATION TO EXECUTE THE CLOSING DATE, BUYER DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO PURCHASER. PURCHASER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND RETURN 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 IF PURCHASER FAILS TO FILE SUIT FOR 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 SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN THE COUNTY AND STATE IN WHICH THE PROPERTY IS LOCATED, ON OR BEFORE NINETY (90) DAYS FOLLOWING THE DATE UPON WHICH CLOSING WAS TO HAVE OCCURRED. IN EITHER EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT PURCHASER SHALL RETAIN THE RIGHT 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)PURSUIT OF, THEN AND SELLER SHALL BE DEEMED TO BE LIABLE FOR REIMBURSEMENT OF, ALL OF PURCHASER’S COSTS AND EXPENSES INCURRED IN PURSUIT OF THE PREVAILING PARTY PURCHASE CONTEMPLATED HEREIN (INCLUDING INCLUDING, WITHOUT LIMITATION FOR THE PURPOSES LIMITATION, ALL REASONABLE LEGAL FEES IN PREPARATION, NEGOTIATION AND REVIEW OF PARAGRAPH 21(e)) DOCUMENTS, REPORTS AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) AND (III) ABOVEINSPECTION ITEMS, AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY ALL THIRD PARTY COSTS INCURRED IN CONNECTION WITH INSPECTION 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGESPROPERTY).

Default by Seller. IN IF THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER SALE OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS)REMEDY, TO EITHER (1A) RECEIVE THE RETURN OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, AND (B) REIMBURSEMENT FOR THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE ACTUAL THIRD PARTY OUT-OF-POCKET EXPENSES COSTS INCURRED BY BUYER IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT ITS DILIGENCE RELATING TO THE PROPERTY. BUYER HEREBY WAIVES THE RIGHT TO SPECIFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER, AND THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO EXCEED THIRTY THOUSAND DOLLARS ($30,000), OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCEENFORCE ANY OBLIGATION OF SELLER HEREUNDER. FURTHER IF BUYER ESCROW FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, BUYER SHALL BE DEEMED CLOSE DUE 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 SELLER’S DEFAULT UNDER THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY SUM. EXCEPT FOR 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 THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT CASE WHERE ESCROW FAILS TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES CLOSE AS DESCRIBED IN PARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), THEN SELLER SHALL BE DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY A RESULT OF SELLER’S UNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF IS ASSUMED BYDEFAULT UNDER THIS AGREEMENT, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINSTBUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) INCLUDING BUT NOT LIMITED TO LOST PROFITS AND (III) ABOVE, ALL OTHER CONSEQUENTIAL DAMAGES AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON 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 REPRESENTATIVESDEFAULT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.Buyer’s Initials /s/ WAS Seller’s Initial’s /s/ SP

Default by Seller. IN IF THE EVENT THE CLOSE CLOSING FAILS TO OCCUR BECAUSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY A DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)THIS AGREEMENT, THEN BUYER SHALL BE ENTITLEDMAY ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY REMEDY, ONE OF THE FOLLOWING: (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1a) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF BY WRITTEN NOTICE TO SELLER, IN WHICH CASE THE DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL BE RETURNED TO BUYER, AND BUYER FINAL AGREEMENT SHALL RECOVER FROM SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE AN ADDITIONAL SUM EQUAL TO ALL ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH 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 AGREEMENT IN AN (INCLUDING EXHIBITS HERETO), AND THE PROJECT UP TO A MAXIMUM AMOUNT NOT TO EXCEED THIRTY OF TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($30,000250,000.00), ; OR (2b) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF PERFORMANCE OF THIS AGREEMENT, BUT ONLY UNDER AND SUBJECT TO THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (i) BUYER FAILS SHALL BE READY, WILLING AND ABLE TO BRING AN COMPLETE THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT ON THE CLOSING DATE; AND (ii) THE 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW OR (B) PROVIDED THAT BUYER DID COMMENCED NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO 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 LATER THAN THIRTY (30) DAYS AFTER BUYERBUYER HAS ACTUAL KNOWLEDGE OF SELLER’S DELIVERY OF DEFAULT, EXCEPT IF SUCH CONTRACTUAL LIMITATION ON 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 TIME PERIOD TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL IS PROHIBITED OR LIMITED BY LAW, THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR 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 TIME PERIOD SHALL BE DEEMED EXTENDED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT MINIMUM LIMITATION PERIOD ALLOWED BY LAW. BUYER WAIVES ANY RIGHT TO PURSUE ANY OTHER REMEDY AT LAW OR IN EQUITY FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY SUCH DEFAULT OF SELLER’S UNDERTAKINGS , INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO SEEK, CLAIM 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OBTAIN PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES.

Default by Seller. IN THE EVENT THE CLOSE CLOSING OF ESCROW DOES FOR THE SALE OF THE PROJECT AS CONTEMPLATED HEREUNDER IS NOT OCCUR BY REASON OF ANY CONSUMMATED DUE TO SELLER’S DEFAULT (WHICH IS NOT CURED BY SELLER WITHIN FIVE (OR ANY DEFAULT BY EITHER 5) BUSINESS DAYS OF THE OTHER SELLERS SELLER’S RECEIPT OF NOTICE THEREOF FROM BUYER) TO UNDER THE OTHER PURCHASE AGREEMENTS)THIS AGREEMENT, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS)REMEDY, AT LAW OR IN EQUITY, TO EITHER (1A) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000), 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 REIMBURSEMENT FROM SELLER FOR BUYER’S ACTUAL DUE DILIGENCE COSTS PAID TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO BE EXECUTED THIRD PARTIES IN CONNECTION HEREWITH WITH THIS TRANSACTION (COLLECTIVELY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL REASONABLE ATTORNEYS’ FEES) (BUYER SHALL PROVIDE SUCH DOCUMENTS, THE “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 THE CLOSE OF ESCROW, PRIOR TO THE CLOSE OF ESCROW (COLLECTIVELY, “BUYER’S POST-CLOSING CLAIMS”), UNLESS BUYER HAS DELIVERED DUE DILIGENCE COSTS TO SELLER WRITTEN NOTICE THAT BUYER IS SEEKING RECOURSE TOGETHER WITH RESPECT THERETO (THE “RECOURSE NOTICE”REASONABLE SUPPORTING DOCUMENTATION) 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 ($150,000100,000.00) WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, OR (B) IN LIEU OF THE AGGREGATE REMEDY SET FORTH IN SUBSECTION (PLUS ANY AWARD FOR BROKER’S COMMISSIONS AS DESCRIBED IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e))A) ABOVE, PROVIDED HOWEVER, BUYER SHALL HAVE NO TO PURSUE SPECIFIC PERFORMANCE OF THE CONVEYANCE OF THE PROJECT WITHOUT RIGHT TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ANY OTHER DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER ($20,000); PROVIDED FURTHER, THAT EXCEPT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT THAT SELLER’S VOLUNTARY ACTIONS MAKE SPECIFIC PERFORMANCE UNAVAILABLE OR IMPRACTICAL AS A REMEDY TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF , IN WHICH CASE BUYER SHALL BE ENTITLED ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000AND ALL DAMAGES AND REMEDIES AVAILABLE AT LAW OR EQUITY), THEN SELLER 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 SIXTY (60) DAYS FOLLOWING THE SCHEDULED CLOSING DATE. BUYER SHALL NOT BE DEEMED ENTITLED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY RECORD A LIEN 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, 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 LIS PENDENS AGAINST ANY OR ALL OF SELLER’S DIRECT OR INDIRECT MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTORS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVESTHE PROPERTIES OTHER THAN IN CONNECTION AND CONCURRENTLY WITH THE FILING OF SUCH SPECIFIC PERFORMANCE ACTION. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARYFOREGOING, 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 BE LIABLE TO BUYER HAVE ANY LIABILITY FOR ANY PUNITIVELOST PROFITS, SPECULATIVE SPECULATIVE, SPECIAL, CONSEQUENTIAL, OR CONSEQUENTIAL PUNITIVE DAMAGES.. Seller’s Initials /s/SP /s/SP /s/SP Buyer’s Initials /s/ DP

Default by Seller. IN THE EVENT THE CLOSE CLOSING AND THE CONSUMMATION OF ESCROW THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT BY OF SELLER, PURCHASER AND SELLER (OR ANY DEFAULT BY EITHER 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 THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)SUCH DEFAULT, BUYER SHALL BE ENTITLEDIN ADDITION TO ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTSAT LAW OR IN EQUITY), TO EITHER EITHER: (1a) TERMINATE THIS AGREEMENT AND PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE; OR (b) RECEIVE A REFUND THE RETURN OF THE XXXXXXX MONEY DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE THEN PAID PLUS AN AMOUNT EQUAL TO PURCHASER’S ACTUAL OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT COSTS TO EXCEED THIRTY THOUSAND DOLLARS UNRELATED AND INDEPENDENT THIRD PARTY VENDORS, INCLUDING ATTORNEYS’ FEES ($30,000EXCEPT IN-HOUSE ATTORNEYS), OR WITH REGARD TO THIS TRANSACTION (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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 COSTS NOT TO EXCEED ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000100,000) IN THE AGGREGATE (PLUS ANY AWARD FOR BROKER’S COMMISSIONS AS DESCRIBED AGGREGATE). ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)), PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR RECOURSE CONNECTION 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, SELLER EXCEPT FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN (OTHER THAN AS EXPRESSLY PROVIDED SPECIFIED IN SUBPARAGRAPHS (IIa) AND (IIIb) ABOVEHEREOF) 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, 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 (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY FOR THE RIGHT OF ANY SORT WITH RESPECT PURCHASER TO ANY OF COLLECT SUCH LIQUIDATED DAMAGES FROM SELLER. 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 SELLERINITIALS PURCHASER’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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.INITIALS X.

Default by Seller. IN THE EVENT THE CLOSE OF ESCROW DOES AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DO NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)SELLER, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), ENTITLED TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT DEPOSIT, AND ANY INTEREST ACCRUING THEREON, AND SELLER SHALL REIMBURSE PAY TO BUYER FOR ITS REASONABLE AN AMOUNT EQUAL TO THE LESSER OF (A) BUYER’S ACTUAL OUT-OF-POCKET EXPENSES EXPENDITURES INCURRED DIRECTLY IN CONNECTION WITH NEGOTIATING THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY AND/OR CONDUCTING DUE DILIGENCE ACTIVITIES CONTEMPLATED HEREUNDER, OR (B) TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($30,000200,000.00), ; OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY TWENTY (3020) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING DATEWAS TO HAVE OCCURRED, BUYER SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT DEPOSIT. IF, HOWEVER, SPECIFIC PERFORMANCE IS NOT AVAILABLE TO BUYER AS THE RESULT OF THE WILLFUL AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENTWRONGFUL 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 THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES HERETO THAT: (I) THE RECOURSE OF BUYER OR ITS SUCCESSORS OR ASSIGNS AGAINST 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 BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER PARTNERS WITH RESPECT TO, ANY BREACH OR 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”) OCCURRING PRIOR TO THE CLOSE OF ESCROW SHALL (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), (IIX) 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 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 PART OF SELLER OF ANY OF SELLER’S 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 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 UNDER SELLER’S UNDERTAKINGS (THE “RECOURSE NOTICE”) AFTER THE CLOSE OF ESCROW CLOSING DATE BUT ON OR BEFORE THE DATE THAT IS SIX TWELVE (612) MONTHS FOLLOWING THE CLOSE OF ESCROW CLOSING DATE AND BUYER HAS FILED SUIT WITH RESPECT THERETO WITHIN THIRTY ON OR BEFORE SUCH DATE, AND (30Y) 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 THE AMOUNT OF ONE HUNDRED FIFTY THOUSAND MILLION AND NO/100 DOLLARS ($150,0001,000,000.00) IN THE AGGREGATE (PLUS ANY AWARD FOR BROKER’S COMMISSIONS AS DESCRIBED IN PARAGRAPH 17 OR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e))OF ALL RECOURSE OF BUYER UNDER THE PURCHASE DOCUMENTS, PROVIDED HOWEVER, BUYER SHALL HAVE NO RIGHT TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYERUNDER SELLER’S POST-CLOSING CLAIMS UNDERTAKINGS UNLESS AND UNTIL THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY EXCEEDS, IN THE AGGREGATE, FIFTY THOUSAND AND NO/100 DOLLARS ($20,00050,000.00); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT TO BUYERUNDER SELLER’S POST-CLOSING CLAIMS UNDERTAKINGS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS DESCRIBED IN PARAGRAPH 21(e)21(E) BELOW) IS FOR AN AMOUNT LESS THAN TWENTY FIFTY THOUSAND AND NO/100 DOLLARS ($20,00050,000.00), THEN SELLER SHALL BE DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)21(E) BELOW) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; AND (IVII) 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, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) AND (III) ABOVESELLER, 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 BYPARTNERS, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST ANY OF SELLER’S DIRECT OR INDIRECT MEMBERS, MANAGERS, PARTNERS, THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTORSCONSTITUENT PARTNERS, MEMBERS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVES. NOTWITHSTANDING ANYTHING CONTAINED REPRESENTATIVES EXCEPT AS PROVIDED IN THIS AGREEMENT (I) ABOVE WITH RESPECT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGESSELLER.

Default by Seller. IN THE EVENT THE CLOSE OF ESCROW DOES CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER, AS PURCHASER'S SOLE AND EXCLUSIVE REMEDY, MAY ELECT BY NOTICE TO SELLER WITHIN TEN (OR ANY DEFAULT BY 10) BUSINESS DAYS FOLLOWING THE SCHEDULED CLOSING DATE, EITHER OF THE OTHER SELLERS UNDER FOLLOWING: (A) TO TERMINATE THIS AGREEMENT, IN WHICH EVENT THE OTHER PURCHASE AGREEMENTS), BUYER XXXXXXX MONEY DEPOSIT SHALL BE ENTITLEDRETURNED TO PURCHASER, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING PURCHASER SHALL RETURN TO SELLER THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS)PURCHASER'S INFORMATION, TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER PURCHASER FOR ITS REASONABLE THE ACTUAL THIRD PARTY OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY PURCHASER IN CONNECTION WITH THIS AGREEMENT, PROVIDED, HOWEVER, SELLER SHALL HAVE NO OBLIGATION TO REIMBURSE PURCHASER FOR MORE THAN $25,000.00, AND THEREAFTER SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT IN AN AMOUNT NOT EXCEPT WITH RESPECT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000)THE TERMINATION SURVIVING OBLIGATIONS, OR (2B) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF BUYER FAILS TO BRING AN ACTION FOR SEEK TO ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT. FAILURE OF PURCHASER TO MAKE THE FOREGOING ELECTION WITHIN THIRTY THE FOREGOING TEN (3010) DAYS FOLLOWING THE CLOSING DATE, BUYER BUSINESS DAY PERIOD SHALL BE DEEMED TO HAVE ELECTED AN ELECTION BY PURCHASER TO TERMINATE THIS AGREEMENT UNDER THE AFORESAID TERMS AND RECEIVE A REFUND OF THE DEPOSIT AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENTCONDITIONS THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY FOREGOING, NOTHING CONTAINED HEREIN WILL LIMIT PURCHASER'S REMEDIES AT LAW, IN THIS AGREEMENT EQUITY OR AS HEREIN PROVIDED 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 “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 BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER WITH RESPECT TO, ANY BREACH OR ALLEGED EVENT OF A 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”) 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW CLOSING SURVIVING OBLIGATIONS OR (B) PROVIDED THAT BUYER DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO 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 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGESTERMINATION SURVIVING OBLIGATIONS.

Default by Seller. THE PARTIES HAVE AGREED THAT BUYER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE CLOSE SALE DUE TO SELLER’S BREACH OF ESCROW DOES NOT OCCUR BY REASON OF ITS OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT THAT SUCH BREACH WOULD CAUSE ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS 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 OTHER PURCHASE AGREEMENTS)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 FAILS TO CONVEY THE PROPERTY TO THE NEWCOS OR SELL AND CONVEY THE PURCHASED INTERESTS TO BUYER UPON THE SATISFACTION OF THE CONDITIONS TO SELLER’S OBLIGATIONS SET FORTH IN THIS AGREEMENT, BUYER SHALL BE ENTITLEDMAY, SUBJECT TO SECTION 9.17, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS)FOR SUCH FAILURE, TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND AGREEMENT, IN WHICH EVENT BUYER SHALL BE ENTITLED TO THE RETURN BY ESCROW AGENT TO BUYER OF THE DEPOSIT OPTION FEE AND SELLER SHALL REIMBURSE PAY TO BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND TEN MILLION DOLLARS ($30,00010,000,000) AS LIQUIDATED DAMAGES. THE PAYMENT 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), 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 DATE3.6 or 5.2, BUYER SHALL WILL BE DEEMED ENTITLED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND THE RETURN 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 (COLLECTIVELYOPTION FEE, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTS, THE “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL RECEIVE THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND TEN MILLION DOLLARS ($20,000); PROVIDED FURTHER, THAT 10,000,000) IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES AS LIQUIDATED DAMAGES DESCRIBED IN PARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), THEN SELLER SHALL BE DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 REPRESENTATIVESTHIS SECTION 7.2. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.EXHIBIT 2.1 ARTICLE 8: OPTION FEE

Default by Seller. IN IF THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER SALE OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS)REMEDY, TO EITHER (1A) RECEIVE THE RETURN OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, WHICH RETURN SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY HEREUNDER, AND RECEIVE A REFUND OF REIMBURSEMENT FOR THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE ACTUAL THIRD PARTY OUT-OF-POCKET EXPENSES COSTS INCURRED BY BUYER IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT ITS DILIGENCE RELATING TO EXCEED THIRTY THOUSAND DOLLARS ($30,000)THE PROPERTY, OR (2B) BRING AN SEEK SPECFIC PERFORMANCE (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS THAT BUYER MAY HAVE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389) TO COMPEL SELLER TO CONVEY THE PROPERTY OR TO PURSUE OTHER EQUITABLE REMEDIES AGAINST SELLER; PROVIDED THAT ANY ACTION BY BUYER FOR SPECIFIC PERFORMANCEPERFORMANCE MUST BE COMMENCED, IF AT ALL, WITHIN SIXTY (60) 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 FAILS TO BRING SHALL NOT HAVE COMMENCED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, BUYER AFOREMENTIONED TIME PERIOD BUYER’S SOLE REMEDY FOR SUCH DEFAULT 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 “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 BUYER AND ITS SUCCESSORS AND ASSIGNS SHALL OTHERWISE HAVE NO RECOURSE AGAINST SELLER ACCORDANCE WITH RESPECT TO, ANY BREACH OR 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”) 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING CLAUSE (A) AFTER THE ABOVE. FURTHER, IF ESCROW FAILS TO CLOSE OF ESCROW OR (B) PROVIDED THAT BUYER DID NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR DUE TO THE CLOSE OF ESCROW, PRIOR TO THE CLOSE OF ESCROW (COLLECTIVELY, “BUYERSELLER’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 HOWEVERDEFAULT UNDER THIS AGREEMENT, BUYER SHALL HAVE NO RIGHT TO FILE SUIT SEEK LOST PROFITS OR CONSEQUENTIAL DAMAGES OR INDIRECT DAMAGES OR PUNITIVE DAMAGES OF ANY SUM. EXCEPT FOR 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 THOSE REMEDIES EXPRESSLY SET FORTH HEREIN IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR RECOURSE WITH RESPECT CASE WHERE ESCROW FAILS TO BUYER’S POST-CLOSING CLAIMS (EXCLUSIVE OF ANY AWARD FOR PROFESSIONAL FEES CLOSE AS DESCRIBED IN PARAGRAPH 21(e)) IS FOR AN AMOUNT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), THEN SELLER SHALL BE DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY A RESULT OF SELLER’S UNDERTAKINGS OR ANY BREACH OR ALLEGED BREACH THEREOF IS ASSUMED BYDEFAULT UNDER THIS AGREEMENT, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINSTBUYER HEREBY WAIVES AND RELINQUISHES ALL OTHER CLAIMS AND RIGHTS FOR DAMAGES, SELLER EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPHS (II) INCLUDING BUT NOT LIMITED TO LOST PROFITS AND (III) ABOVE, ALL OTHER CONSEQUENTIAL DAMAGES AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY INDIRECT DAMAGES AND PUNITIVE DAMAGES ARISING BY REASON 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 REPRESENTATIVESDEFAULT. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.Buyer’s Initials /s/ KML Seller’s Initial’s /s/ TM

Default by Seller. 9.2.1 IF SELLER FAILS TO FULLY AND TIMELY PERFORM ANY OF ITS OBLIGATIONS HEREUNDER OR FAILS TO 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 MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT, IN THE EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY DEFAULT BY SELLER SUCH DEFAULT, PURCHASER MAY (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS), BUYER SHALL BE ENTITLED, AS ITS SOLE RECOURSE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTSAT LAW OR IN EQUITY), TO EITHER (1A) PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE, OR (B) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND THE RETURN OF THE DEPOSIT AND SELLER SELLER, WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF A WRITTEN DEMAND THEREFOR, SHALL REIMBURSE BUYER FOR ITS PAY PURCHASERS ACTUAL, OUT OF POCKET, THIRD PARTY DUE DILIGENCE COSTS AND REASONABLE OUT-OF-POCKET EXPENSES LEGAL FEES INCURRED BY PURCHASER IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT AGREEMENT, NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000)250,000.00, OR (2) BRING AN ACTION FOR SPECIFIC PERFORMANCEAND WHICH SUCH OBLIGATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IN THE EVENT PURCHASER ELECTS UNDER THIS SECTION TO RECEIVE A RETURN IF BUYER THE DEPOSIT AND IF SELLER WRONGFULLY FAILS TO BRING AN ACTION FOR SPECIFIC PERFORMANCE AUTHORIZE ESCROW AGENT TO RELEASE THE DEPOSIT WITHIN THIRTY FIVE (305) BUSINESS DAYS FOLLOWING OF THE CLOSING DATE, BUYER SHALL BE DEEMED DEMAND OF PURCHASER WHEN PURCHASER IS ENTITLED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT AND RECEIVE A REFUND THE RETURN 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 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 JUDGMENT AGAINST SELLER FOR 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)HEREUNDER, THEN SELLER SHALL PURCHASER WILL BE DEEMED ENTITLED TO BE THE PREVAILING PARTY (RECOVER ANY DAMAGES PROXIMATELY CAUSED BY SUCH FAILURE, INCLUDING WITHOUT LIMITATION FOR REASONABLE ATTORNEYS’; AND PARARPFOESSIONAL FEES AND COSTS INCURRED TO OBTAIN A RETURN OF THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.DEPOSIT,

Default by Seller. IN IF THE EVENT THE CLOSE CLOSING FAILS TO OCCUR BECAUSE OF ESCROW DOES NOT OCCUR BY REASON OF ANY A DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)THIS AGREEMENT, THEN BUYER SHALL BE ENTITLEDMAY ELECT, AS ITS SOLE AND EXCLUSIVE REMEDY REMEDY, ONE OF THE FOLLOWING: (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1a) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF BY WRITTEN NOTICE TO SELLER, IN WHICH CASE THE DEPOSIT AND ALL INTEREST ACCRUED THEREON SHALL BE RETURNED TO BUYER, AND BUYER SHALL RECOVER FROM SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE AN ADDITIONAL SUM EQUAL TO ALL ACTUAL, OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH 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 AGREEMENT IN AN (INCLUDING EXHIBITS HERETO), AND THE PROJECT UP TO A MAXIMUM AMOUNT NOT TO EXCEED THIRTY OF TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($30,000250,000.00), ; OR (2b) BRING AN ACTION FOR SPECIFIC PERFORMANCE. IF PERFORMANCE OF THIS AGREEMENT, BUT ONLY UNDER AND SUBJECT TO THE FOLLOWING CONDITIONS AND CIRCUMSTANCES: (i) BUYER FAILS SHALL BE READY, WILLING AND ABLE TO BRING AN COMPLETE THE CLOSING IN ACCORDANCE WITH THIS AGREEMENT ON THE CLOSING DATE; AND (ii) THE 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S UNDERTAKINGS OCCURRING (A) AFTER THE CLOSE OF ESCROW OR (B) PROVIDED THAT BUYER DID COMMENCED NOT HAVE KNOWLEDGE OF SUCH BREACH OR ALLEGED BREACH PRIOR TO 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 LATER THAN THIRTY (30) DAYS AFTER BUYERBUYER HAS ACTUAL KNOWLEDGE OF SELLER’S DELIVERY OF DEFAULT, EXCEPT IF SUCH CONTRACTUAL LIMITATION ON 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 TIME PERIOD TO FILE SUIT FOR RECOURSE WITH RESPECT TO BUYER’S POST-CLOSING CLAIMS UNLESS AND UNTIL IS PROHIBITED OR LIMITED BY LAW, THE AGGREGATE AMOUNT OF SUCH RECOURSE EXCEEDS TWENTY THOUSAND DOLLARS ($20,000); PROVIDED FURTHER, THAT IN THE EVENT ANY JUDGMENT AGAINST SELLER FOR 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 TIME PERIOD SHALL BE DEEMED EXTENDED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT MINIMUM LIMITATION PERIOD ALLOWED BY LAW. BUYER WAIVES ANY RIGHT TO PURSUE ANY OTHER REMEDY AT LAW OR IN EQUITY FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY SUCH DEFAULT OF SELLER’S UNDERTAKINGS , INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO SEEK, CLAIM 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 CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OBTAIN PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES.

Default by Seller. IF SELLER SHALL DEFAULT IN THE EVENT PERFORMANCE OF ITS OBLIGATIONS OR BREACH ANY COVENANT OF SELLER THAT HAS A MATERIAL ADVERSE EFFECT ON THE CLOSE OF ESCROW DOES NOT OCCUR PROPERTY OR ON PURCHASER'S RIGHTS UNDER THIS AGREEMENT OR IF SELLER SHALL FAIL TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY REASON THIS AGREEMENT FOR ANY REASON, EXCEPTING PURCHASER'S DEFAULT OR THE FAILURE OF ANY DEFAULT BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)CONDITIONS TO SELLER'S OBLIGATIONS HEREUNDER TO BE SATISFIED OR WAIVED, BUYER SHALL BE ENTITLED, AS ITS PURCHASER'S SOLE AND EXCLUSIVE REMEDY (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000), 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 EFFECTIVE IMMEDIATELY UPON PURCHASER GIVING WRITTEN NOTICE TO SELLER AND TITLE COMPANY, WHEREUPON PURCHASER SHALL RECEIVE A THE IMMEDIATE REFUND OF THE DEPOSIT DEPOSIT, AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENT. NOTWITHSTANDING ANYTHING SELLER SHALL PAY PURCHASER DAMAGES IN AN AMOUNT EQUAL TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBITS ATTACHED HERETO OR IN ANY DOCUMENTS EXECUTED OR TO AMOUNT OF THE DEPOSIT, WHICH PAYMENT SHALL NOT BE EXECUTED IN CONNECTION HEREWITH (COLLECTIVELYA PENALTY, INCLUDING THIS AGREEMENT, SAID EXHIBITS AND ALL SUCH DOCUMENTSBUT INSTEAD SHALL CONSTITUTE LIQUIDATED DAMAGES, THE “PURCHASE DOCUMENTS”), IT IS EXPRESSLY UNDERSTOOD PARTIES AGREEING AND AGREED BY STIPULATING THAT THE EXACT AMOUNT OF DAMAGES WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN AND BETWEEN THAT THE PARTIES HERETO THAT: (I) DEPOSIT CONSTITUTES A REASONABLE AND FAIR APPROXIMATION OF SUCH DAMAGES AND 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 RESPONSIBLE FOR ALL CLAIMS ARISING FROM, AND 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 THE CLOSE COSTS 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 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 JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) 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, 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 REPRESENTATIVESIF ANY. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.Seller's Initials: /s/ WRM Purchaser's Initials: /s/ TJW

Default by Seller. IN THE EVENT THE CLOSE OF ESCROW DOES NOT CLOSING SHALL FAIL TO OCCUR BY REASON OF ANY A DEFAULT IN SELLER’S OBLIGATIONS HEREUNDER THAT SELLER HAS FAILED TO CURE FOR A PERIOD IN EXCESS OF FIVE (5) DAYS AFTER WRITTEN NOTICE OF SUCH DEFAULT HAS BEEN PROVIDED BY SELLER (OR ANY DEFAULT BY EITHER OF THE OTHER SELLERS UNDER THE OTHER PURCHASE AGREEMENTS)BUYER TO SELLER, BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT, (BUT WITHOUT LIMITING THE AVAILABLE REMEDIES OF BUYER UNDER THE OTHER PURCHASE AGREEMENTS), TO EITHER (1i) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT AND SELLER SHALL REIMBURSE BUYER FOR ITS REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED THIRTY THOUSAND DOLLARS ($30,000), 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 RETURN OF THE DEPOSIT AND SUCH OUT-OF-POCKET EXPENSE REIMBURSEMENT. NOTWITHSTANDING ANYTHING ANY INTEREST ACCRUED THEREON OR (ii) TO THE CONTRARY CONTAINED IN SEEK SPECIFIC PERFORMANCE OF 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 “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 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 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 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 ALLEGED BREACH BY OR ON THE PART OF SELLER OF ANY OF SELLER’S 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 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 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 RECEIVE ANY JUDGMENT AGAINST SELLER FOR 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 DEEMED TO BE THE PREVAILING PARTY (INCLUDING WITHOUT LIMITATION FOR THE PURPOSES OF PARAGRAPH 21(e)) AND SELLER SHALL HAVE NO LIABILITY THEREFOR; (IV) NO PERSONAL LIABILITY OTHER EQUITABLE 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, SELLER LEGAL RELIEF EXCEPT AS EXPRESSLY PROVIDED HEREIN. IN SUBPARAGRAPHS (II) AND (III) ABOVE, AND (V) NO PERSONAL LIABILITY OR PERSONAL RESPONSIBILITY OF ANY SORT WITH RESPECT TO ANY THE EVENT SPECIFIC PERFORMANCE IS NOT AVAILABLE AS A RESULT OF SELLER’S UNDERTAKINGS ACTIONS, BUYER SHALL BE ENTITLED TO PURSUE ANY OTHER REMEDY AT LAW OR ANY BREACH OR ALLEGED BREACH THEREOFIN EQUITY, IS ASSUMED BY, OR SHALL AT ANY TIME BE ASSERTED OR ENFORCEABLE AGAINST ANY OF PROVIDED THAT SELLER’S DIRECT OR INDIRECT MEMBERS, MANAGERS, PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, TRUSTORS, BENEFICIARIES, TRUSTEES OR REPRESENTATIVESMAXIMUM LIABILITY UNDER SUCH CIRCUMSTANCES SHALL BE $300,000.00. BUYER SHALL NOT BE ENTITLED TO RECORD A LIS PENDENS AGAINST THE PROPERTY OTHER THAN IN CONNECTION WITH SUCH SPECIFIC PERFORMANCE ACTION. NOTWITHSTANDING ANYTHING CONTAINED IN THE TERMINATION OF THIS AGREEMENT TO THE CONTRARYAGREEMENT, IN NO EVENT SELLER SHALL SELLER NOT BE LIABLE TO BUYER FOR ANY PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.RELIEVED OF ITS INDEMNIFICATION OBLIGATION UNDER PARAGRAPH 18 HEREOF. /s/ [ILLEGIBLE] Buyer’s Initials Seller’s Initials