Common use of Liquidated Damages Clause in Contracts

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. BUYER RECOGNIZES THAT THE PROPERTY WILL BE REMOVED BY THE SELLER FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT, AND THAT IF THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH AGREED THAT THE QUESTION ACTUAL AMOUNT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AS A RESULT OF ANY SUCH DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE IS A REASONABLE AS A MEASURE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, (III) IN THE EVENT PARTIES AGREE THAT IF THE CLOSE OF SUCH BREACHESCROW DOES NOT OCCUR BECAUSE OF BUYER'S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH . SELLER AGREES THAT THESE LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES OR MONETARY RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS REMEDY, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS WHICH SELLER MIGHT OTHERWISE BE ENTITLED UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. , AND SHALL BE SELLER'S INITIALS BUYER'S INITIALS __________ __________SOLE AND EXCLUSIVE RIGHT AND REMEDY. NOTHING CONTAINED HEREIN SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS OR INDEMNIFICATION PROVISION HEREOF.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 15; AND BY ITS INITIALS IMMEDIATELY BELOW, AND IT AGREES TO BE BOUND BY THOSE PROVISIONS /s/ JC /s/ GS ---------------- ----------------- Buyer's Initials Seller's Initials (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CIn order to comply with California Civil Code Section 1677, the above provision must be in at least 10-point bold type. The above provision is in 11-point bold type.). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. BUYER AND SELLER AGREE THAT BASED UPON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES RESULTING FROM BUYER’S FAILURE TO PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2 ABOVE, (II) LIQUIDATED INCLUDING DAMAGES RESULTING FROM THE DELAY IN THE AMOUNT REDEVELOPMENT AGENCY’S RECEIPT OF “NET AVAILABLE INCREMENT” AND OTHER “ACQUISITION FUNDS” UNDER THE DEPOSIT FINANCING PLAN (AS IT MAY BE INCREASED FROM TIME WHICH WILL, IN TURN, DELAY DISBURSEMENT TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE SELLER OF SUCH DAMAGES, (III) IN ACQUISITION FUNDS UNDER THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ACQUISITION AGREEMENT ATTACHED AS EXHIBIT A TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CFINANCING PLAN). NOTWITHSTANDING THE FOREGOINGACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2. IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, “LIQUIDATED DELAY DAMAGES” EQUAL TO THE AMOUNT OF THE CONSTRUCTION DELAY PAYMENTS THAT ARE PAYABLE BY BUYER HEREUNDER UNTIL THE COMPLETION OF CONSTRUCTION OF THE MINIMUM SQUARE FOOTAGE, WHICH AMOUNT EQUALS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES RESULTING FROM BUYER’S FAILURE TO PERFORM BUYER’S CONSTRUCTION OBLIGATIONS SET FORTH IN PARAGRAPH 25.2 ABOVE. SELLER'S SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 25.5 AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

Liquidated Damages. TENANT ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO TENANT, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS EXHIBIT F AND THE LEASE, IS MATERIAL TO LANDLORD. TENANT ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER LANDLORD IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO TENANT'S DEFAULT. TENANT FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE THE PARTIES REACH AGREEMENT ON THE AGREED TERMS, LANDLORD'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS AGREEMENT TRANSACTION, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, TENANT AND LANDLORD AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WOULD SUFFER BY REASON OF TENANT'S DEFAULT HEREUNDER. ACCORDINGLY, TENANT AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLANDLORD HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY TENANT, SELLER LANDLORD MAY TERMINATE ITS OBLIGATIONS UNDER PARAGRAPH 38 OF THE LEASE AND THIS EXHIBIT F BY GIVING NOTICE TO TENANT. IN THE EVENT OF SUCH TERMINATION, LANDLORD SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO ANY OTHER CLAIM LANDLORD MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR(INCLUDING, EXCEPT FOR: (AWITHOUT LIMITATION, SPECIFIC PERFORMANCE) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ARISING

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING ESCROW DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED CLOSE DUE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE BUYER'S FAILURE TO DEPOSIT ANY REQUIRED SUMS BY THE PRESCRIBED TIME OR EXTREMELY DIFFICULT TO FIXPERFORM ANY OTHER ACT WHEN DUE HEREUNDER, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER WHICH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF AN OBLIGATION OF BUYER TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BE PERFORMED UNDER THIS AGREEMENT, THEN SELLER SHALL RETAIN ALL SUMS THEN HELD BY ESCROW HOLDER PURSUANT TO THE TERMS OF THIS AGREEMENT, TOGETHER WITH INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES, WHICH AMOUNT IS THE BEST ESTIMATE BY THE PARTIES OF THE DAMAGES SELLER WOULD SUFFER FROM SUCH BREACH, IT BEING AGREED THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE AND (D) ATTORNEYS' FEES AND COSTS IMPRACTICABLE, TO FIX THE EXACT AMOUNT OF DAMAGE WHICH WOULD BE INCURRED BY SELLER INCIDENT AS A RESULT OF SUCH DEFAULT BY BUYER. THEREUPON ESCROW SHALL BE CANCELED AS PROVIDED ABOVE, ALL INSTRUMENTS SHALL BE RETURNED TO CLAUSES (A) THROUGH (C)THE RESPECTIVE PARTIES WHO DEPOSITED SAME, THE PARTIES SHALL COMPLY WITH SECTION 12 BELOW AND BUYER SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING IN ADDITION, IF ALL OR ANY PORTION OF SUCH SUMS HAVE BEEN DEPOSITED INTO ESCROW BY EITHER BUYER OR SELLER, ESCROW HOLDER IS HEREBY IRREVOCABLY INSTRUCTED BY BUYER AND SELLER TO DISBURSE TO SELLER ALL SUCH SUMS UPON DEMAND OF SELLER ALONE AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OR FAILURE TO COMPLETE THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PURCHASE OF THE DEPOSIT OUT OF THE ESCROWPROPERTY AS PROVIDED HEREINABOVE, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE PURSUANT TO SELLER AT LAW OR IN EQUITYCALIFORNIA CIVIL CODE SECTIONS 1671 ET. SELLER'S INITIALS BUYER'S INITIALS __________ __________SEQ. /s/ VJC /s/ MCI Buyer's Initials Seller's Initials

Liquidated Damages.  APPLICABLE ONLY IF THIS BOX HAS BEEN CHECKED AND BOTH PARTIES HAVE INITIALED BELOW. If CITY seeks monetary damages for CONTRACTOR’S failure to complete all of the services required hereunder by the completion date set forth in Exhibit “B” (the “Completion Date”), CONTRACTOR shall be required to pay to CITY Dollars ($ ) per day for each day beyond the Completion Date that any of such services remain uncompleted; provided, however, that nothing herein shall be deemed to limit CITY’s remedy for CONTRACTOR’s failure to complete all services required hereunder by the Completion Date to seeking monetary damages, and CITY shall be entitled to pursue any other equitable remedy permitted by law, including, without limitation, specific performance. THE PARTIES HAVE DISCUSSED AND NEGOTIATED HERETO AGREE THAT THE AMOUNT SET FORTH IN GOOD FAITH THIS SECTON 7.4 (THE QUESTION “DAMAGE AMOUNT”) CONSTITUTES A REASONABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT CITY WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUFFER DUE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT CONTRACTOR’S FAILURE TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT COMPLETE ALL OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION CONSIDERING ALL OF THE PAYMENT CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING INCLUDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL RELATIONSHIP OF THE DEPOSIT OUT DAMAGE AMOUNTS TO THE RANGE OF HARM TO CITY, THAT REASONABLY COULD BE ANTICIPATED AND THE ESCROW, SELLER ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 7.4 SHALL HAVE BE THE SOLE DAMAGES REMEDY FOR CONTRACTOR’S FAILURE TO COMPLETE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR SERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, BUT NOTHING IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT, IT IS AGREED THAT THE PARTIES HAVE DISCUSSED AMOUNT OF $5,000 SHALL BE DELIVERED TO AND NEGOTIATED IN GOOD FAITH ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION OF SELLING THE QUESTION PROPERTY TO BUYER. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF TO SELLER. THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT PARTIES FURTHER ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF LIQUIDATED DAMAGES IS FAIR AND REASONABLE CONSIDERING ALL OF THE DEPOSIT (AS IT MAY FACTS AND CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF HARM TO SELLER THAT COULD BE INCREASED FROM TIME TO TIME) ARE ANTICIPATED, AND THE ANTICIPATION THAT PROOF OF CAUSATION, FORESEEABILITY AND ACTUAL DAMAGES WOULD BE REASONABLE AS COSTLY AND/OR IMPRACTICAL. BUYER AND SELLER AGREE THAT IT IS IMPOSSIBLE OR IMPRACTICAL TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER IN SUCH EVENT. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A MEASURE LAWSUIT WERE COMMENCED TO COLLECT DAMAGES AND THEREFORE AGREE THAT SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT. BY INITIALING THIS PROVISION BELOW, THE PARTIES SPECIFICALLY CONFIRM THE ACCURACY OF SUCH DAMAGESFACTS, (III) IN THE EVENT FACT THAT THEY POSSESS APPROXIMATELY EQUAL BARGAINING STRENGTH AND SOPHISTICATION AND THE FACT THAT EACH OF SUCH BREACHTHEM WAS REPRESENTED BY COUNSEL WHEN ENTERING INTO THIS AGREEMENT, SELLER SHALL BE ENTITLED WHICH COUNSEL EXPLAINED THE CONSEQUENCES OF THIS SECTION TO RETAIN THEM AT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER TIME THIS AGREEMENT WAS MADE. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE WAIVED ALL LIMIT ANY OBLIGATIONS OF BUYER OTHER CLAIMS FOR DAMAGES THAN A DEFAULT CAUSING ESCROW TO FAIL TO CLOSE THAT SURVIVE THE CLOSE OF ESCROW OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EARLY TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO PURSUE ANY CAUSE OF ACTION IT MAY HAVE AGAINST BUYER FOR BUYER’S FAILURE TO PERFORM ANY OTHER COVENANT UNDER THIS AGREEMENT AFTER THE CLOSE OF ESCROW OR EARLIER TERMINATION OF THIS AGREEMENT. BY THE ACT OF AN AUTHORIZED REPRESENTATIVE OF EACH PARTY AFFIXING HIS OR HER INITIALS HEREIN, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ABOVE STATEMENTS AND ITS AGREEMENT WITH THEM.

Liquidated Damages. IF ESCROW FAILS TO CLOSE AS THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION RESULT OF THE DAMAGES THAT WOULD BE SUFFERED ANY DEFAULT OR BREACH BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT RECEIVE AND RETAIN, AS SUCH LIQUIDATED DAMAGES, THE INITIAL DEPOSIT AND (IV) IN CONSIDERATION ANY ADDITIONAL DEPOSITS DUE FROM BUYER AT THE TIME OF THE PAYMENT DEFAULT OR BREACH. THE PARTIES ACKNOWLEDGE THAT SAID SUM IS FAIR AND REASONABLE IN LIGHT OF ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES' ESTIMATION OF THE POSSIBLE RANGE OF DAMAGES TO SELLER IN THE EVENT OF SUCH A DEFAULT OR BREACH BY BUYER, THE PARTIES HERETO HEREBY AGREEING THAT THE DAMAGES TO SELLER IN THE EVENT OF SUCH DEFAULT OR BREACH BY BUYER HEREUNDER WOULD BE IMPOSSIBLE TO ACCURATELY DETERMINE AND THAT PROOF OF THE AMOUNT OF SUCH DAMAGES WOULD BE COSTLY AND INCONVENIENT. SUCH LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S FAILURE TO PAY THE PURCHASE PRICE, AND BUYER SHALL HAVE WAIVED ALL NO OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW FURTHER OBLIGATION OR IN EQUITY LIABILITY UNDER THIS AGREEMENT TO SELLER ON ACCOUNT OF THE FAILURE OF THE CLOSING SUCH DEFAULT OR BREACH; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHT TO OCCUR, EXCEPT FOR: (A) CLAIMS RECEIVE REIMBURSEMENT FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IN SEEKING TO CLAUSES (A) THROUGH (C)ENFORCE THIS LIQUIDATED DAMAGES PROVISION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS: SELLERS INITIALS:

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 10.3.1, OR PARAGRAPH 21, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED EVENT ESCROW DOES NOT CLOSE FOR ANY REASON WHATSOEVER (OTHER THAN IN GOOD FAITH THE QUESTION CONNECTION WITH A BREACH OR DEFAULT BY SELLER AND/OR ANY OTHER CIRCUMSTANCE UNDER OR RELATING TO THIS AGREEMENT IN WHICH THIS AGREEMENT PROVIDES THAT BUYER IS ENTITLED TO A REFUND OF SOME OR ALL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDEPOSIT), (II) LIQUIDATED DAMAGES IN THE AMOUNT THEN $13,000 OF THE DEPOSIT (DESCRIBED IN THIS AGREEMENT AS IT MAY APPLYING TO THIS AGREEMENT, INCLUDING ANY INTEREST EARNED THEREON, SHALL BE INCREASED FROM TIME RETAINED BY SELLER AS LIQUIDATED AND AGREED-UPON DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE MUTUALLY DISCUSSED THE IMPRACTICABILITY AND EXTREME DIFFICULTY OF FIXING THE ACTUAL DAMAGES TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF DEFAULT BY BUYER AND THAT AS A RESULT OF SUCH BREACHDISCUSSION, THE PARTIES AGREE THAT SAID SUM REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD INCUR IN THE CASE OF DEFAULT BY BUYER. BUYER FURTHER STIPULATES AND AGREES THAT THIS PROVISION IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS EXECUTED, AND IN SO STIPULATING, BUYER ACKNOWLEDGES THAT IT IS HEREBY WAIVING ANY RIGHT TO CONTEST OR INVALIDATE THIS PROVISION PURSUANT TO ANY PROVISION OF LAW. BY SIGNING ON THE SPACES WHICH FOLLOW, SELLER SHALL BE ENTITLED AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO RETAIN ABIDE BY THE DEPOSIT AS SUCH TERMS AND PROVISIONS OF THIS SECTION 19 CONCERNING LIQUIDATED DAMAGES, AND (IV) . IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PLACING THEIR INITIALS IN THE EVENT SPACES PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS PROVISION. SELLER INITIALS: BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS:

Liquidated Damages. THE PARTIES HAVE DISCUSSED ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT SELLER WILL SUFFER SUBSTANTIAL DAMAGES IF BUYER FAILS TO COMPLETE THE QUESTION PURCHASE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY PURSUANT TO THE PROVISIONS HEREIN AS A RESULT OF A BREACH BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (“BUYER DEFAULT”). GIVEN FLUCTUATIONS IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES REALIZE THAT (I) SUCH DAMAGES ARE AND IT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL, IF NOT IMPOSSIBLE, TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE ACTUAL AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER’S DAMAGES IN THE EVENT OF SUCH BREACHBUYER DEFAULT. THEREFORE, SELLER SHALL BE ENTITLED TO RETAIN THE PARTIES HEREBY AGREE THAT THE DEPOSIT AS REPRESENTS A REASONABLE ESTIMATE OF SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE PAYMENT EXECUTION OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES THAT SELLER SHALL HAVE THE RIGHT TO RECEIVE AND COSTS INCURRED BY RETAIN THE FULL AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, AS SELLER’S SOLE RIGHT TO DAMAGES AS A RESULT OF THE BUYER DEFAULT AND AS ITS SOLE REMEDY FOR SUCH BUYER DEFAULT. SELLER INCIDENT WAIVES ALL RIGHTS SELLER OTHERWISE MAY HAVE PURSUANT TO CLAUSES (A) THROUGH (C)CALIFORNIA CIVIL CODE SECTION 1677 OR OTHERWISE TO SPECIFICALLY ENFORCE THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, IN THIS SECTION SHALL NOT LIMIT OR LIQUIDATE ANY OBLIGATIONS OR LIABILITIES OF BUYER PURSUANT TO ARTICLE 7. BY SIGNING THEIR INITIALS BELOW, EACH PARTY CONFIRMS ITS CONSENT TO AND AGREEMENT WITH THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PROVISIONS OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS PARAGRAPH: Seller's Initials Buyer's Initials here:

Liquidated Damages. OPTIONEE RECOGNIZES THAT OPTIONOR’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES HAVE DISCUSSED THAT IT IS EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) OPTIONOR IN THE EVENT OF OPTIONEE DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES OPTIONOR WOULD SUFFER IN SUCH BREACHEVENT, SELLER HAVE DETERMINED THAT ALL AMOUNTS PAID TO OPTIONOR AS OPTION CONSIDERATION AND ALL INTEREST EARNED THEREON SHALL BE ENTITLED DISBURSED TO RETAIN THE DEPOSIT OPTIONOR, IF THEN HELD BY ESCROW HOLDER, OR RETAINED BY OPTIONOR, IF PREVIOUSLY DISBURSED TO OPTIONOR HEREUNDER, AND SHALL BE DEEMED FULLY EARNED AS SUCH LIQUIDATED DAMAGES, AND (IV) THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BY INITIALING BELOW, THE PARTIES AGREE TO THE PROVISIONS OF THIS SECTION AND ACKNOWLEDGE THAT SUCH REMEDY OF OPTIONOR AS SET FORTH HEREIN SHALL BE THE EXCLUSIVE REMEDY OF OPTIONOR, AT LAW AND IN CONSIDERATION OF THE PAYMENT EQUITY, BY REASON OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT DEFAULT OF THE FAILURE OF THE CLOSING TO OCCUROPTIONEE, EXCEPT FOR: (A) CLAIMS FOR ANY RIGHTS OF OPTIONOR THAT BY THEIR TERMS SPECIFICALLY SURVIVE THE RETURN OR OTHER DELIVERY TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) EXCEPT FOR ALL RIGHTS AND REMEDIES WHICH OPTIONOR MAY HAVE AT LAW OR EQUITY OR UNDER THIS AGREEMENT IN CONNECTION WITH OPTIONOR’S ENFORCEMENT OF THIS SECTION 20.2 INCLUDING, WITHOUT LIMITATION, OPTIONOR’S RIGHT TO RECOVER ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________CONNECTION THEREWITH.

Liquidated Damages. BUYER AND SELLER AGREE THAT, BASED ON THE PARTIES HAVE DISCUSSED CIRCUMSTANCES NOW EXISTING, KNOWN AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES) IF (A) SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (IIB) LIQUIDATED DAMAGES BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 11.3.1, OR PARAGRAPH 22, AND (C) THE AMOUNT TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF THE DEPOSIT (AS A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT, IN SUCH CIRCUMSTANCES, IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE TO AWARD SELLER, AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER’S SOLE AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT (EXCEPT AS OTHERWISE PROVIDED BELOW), “LIQUIDATED DAMAGES” EQUAL TO THE DEPOSIT (EXCLUSIVE OF THE FAILURE OF THE CLOSING TO OCCURANY INTEREST ACCRUED THEREON). THEREFORE, EXCEPT FOR: IF (AX) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY SELLER FULLY PERFORMS ITS OBLIGATIONS UNDER THIS AGREEMENT, (Y) BUYER DOES NOT ELECT TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH PARAGRAPH 5.3, PARAGRAPH 11.3.1, OR PARAGRAPH 22, AND (DZ) ATTORNEYS' FEES THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT DOES NOT CLOSE AS A RESULT OF A BREACH BY BUYER OF BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, THEN SELLER MAY INSTRUCT ESCROW HOLDER TO CANCEL THE ESCROW, WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY SELLER THE DEPOSIT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AND COSTS INCURRED BY IMMEDIATELY THEREAFTER SHALL CANCEL THE ESCROW, AND SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT, EXCEPT FOR ANY SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT (EXCLUSIVE OF ANY INTEREST ACCRUED THEREON) AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE ESCROWMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT, IT IS AGREED THAT THE PARTIES HAVE DISCUSSED AMOUNT OF BUYER’S DEPOSIT (TOGETHER WITH INTEREST THEREON) SHALL BE RETAINED AND NEGOTIATED IN GOOD FAITH ACCEPTED BY MANAGER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND SELLER SHALL BE RELEASED FROM ITS OBLIGATION OF SELLING THE QUESTION INTEREST TO BUYER. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES IS FAIR AND REASONABLE CONSIDERING ALL OF THE FACTS AND CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SUCH AMOUNT TO THE RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED, AND THE ANTICIPATION THAT PROOF OF CAUSATION, FORESEEABILITY AND ACTUAL DAMAGES WOULD BE COSTLY AND/OR IMPRACTICAL. BUYER AND SELLER AGREE THAT IT IS IMPOSSIBLE OR IMPRACTICAL TO PRESENTLY PREDICT WHAT MONETARY DAMAGES WOULD BE SUFFERED IN SUCH EVENT. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER AND MANAGER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO COLLECT DAMAGES AND THEREFORE AGREE THAT SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE THEIR SOLE AND EXCLUSIVE REMEDY IF ESCROW FAILS TO CLOSE DUE TO BUYER’S DEFAULT. BY SELLER IF INITIALING THIS PROVISION BELOW, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PARTIES SPECIFICALLY CONFIRM THE ACCURACY OF SUCH FACTS, THE FACT THAT THEY POSSESS APPROXIMATELY EQUAL BARGAINING STRENGTH AND SOPHISTICATION AND THE FACT THAT EACH OF THEM WAS REPRESENTED BY COUNSEL WHEN ENTERING INTO THIS AGREEMENT, WHICH COUNSEL EXPLAINED THE CONSEQUENCES OF THIS SECTION TO THEM AT THE TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESWAS MADE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER NOTHING CONTAINED HEREIN SHALL BE DEEMED TO HAVE WAIVED ALL LIMIT ANY OBLIGATIONS OF BUYER OTHER CLAIMS FOR DAMAGES THAN A DEFAULT CAUSING ESCROW TO FAIL TO CLOSE THAT SURVIVE THE CLOSE OF ESCROW OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EARLY TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AGREEMENT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO PURSUE ANY CAUSE OF ACTION IT MAY HAVE AGAINST BUYER FOR BUYER’S FAILURE TO PERFORM ANY OTHER COVENANT UNDER THE TRANSACTION DOCUMENTS OR UNDER THIS AGREEMENT AFTER THE CLOSE OF ESCROW OR EARLIER TERMINATION OF THIS AGREEMENT. BY THE ACT OF AN AUTHORIZED REPRESENTATIVE OF EACH PARTY AFFIXING HIS OR HER INITIALS HEREIN, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________ABOVE STATEMENTS AND ITS AGREEMENT WITH THEM.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH SELLER'S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, (II) WILING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEINCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHBUYER'S DEFAULT AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (1) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL BE ENTITLED TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO RETAIN BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE DEPOSIT AS SUCH LIQUIDATED DAMAGESPARTIES WHO DEPOSITED THE SAME, AND (IV3) IN CONSIDERATION ESCROW AGENT SHALL DELIVER THE DEPOSIT (INCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE PAYMENT OF SUCH SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, . SELLER SHALL BE DEEMED TO AND BUYER ACKNOWLEDGE THAT THEY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT READ AND UNDERSTAND THE PROVISIONS OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 11.1, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________--------------------- ---------------------- Seller's Initials Buyer's Initials

Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PARTIES HAVE DISCUSSED PURCHASE AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES PROPERTY IS NOT OCCUR COMPLETED IN ACCORDANCE WITH THIS AGREEMENT BECAUSE BUYER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND HAVE ENDEAVORED FAILS TO REASONABLY ESTIMATE CURE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE DEFAULT OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT BREACH WITHIN ONE BUSINESS DAY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHWRITTEN NOTICE, SELLER SHALL BE ENTITLED TO RETAIN TERMINATE THIS AGREEMENT AND UPON TERMINATION THE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE CASE OF SUCH LIQUIDATED DAMAGESA DEFAULT OR BREACH BY BUYER UNDER THIS AGREEMENT. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGE THAT SELLER MAY SUFFER IN THE EVENT OF SUCH DEFAULT BY BUYER. THEREFORE, BUYER AND (IV) IN CONSIDERATION SELLER AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IF BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AN AMOUNT EQUAL TO THE DEPOSIT. THE PAYMENT OF THIS AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER AND BUYER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE DIFFICULT TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBREACH, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE THESE SUMS REPRESENT REASONABLE COMPENSATION TO SELLER AT LAW OR IN EQUITYFOR SUCH BREACH. SELLER'S INITIALS ’S INITIALS: BUYER'S INITIALS __________ __________’S INITIALS:

Liquidated Damages. IF BUYER FAILS TO CLOSE UNDER THIS AGREEMENT, THEN SELLER MAY RECEIVE THE DEPOSIT AND ANY ADDITIONAL DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES FAILS TO CLOSE UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) AND ANY ADDITIONAL DEPOSIT ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE IS ENTITLED TO RETAIN THE DEPOSIT AND ANY ADDITIONAL DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUREQUITY, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF ANY OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INDEMNITY

Liquidated Damages. THE PARTIES HAVE DISCUSSED MEMBER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY OV EACH AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES A MATERIAL DEFAULT OR RELIEF AT LAW BREACH HEREUNDER BY MEMBER AND/OR IN EQUITY ON ACCOUNT OF THE FAILURE OF CASE MEMBER FAILS TO PAY THE CLOSING SERVICE FEE PURSUANT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES TO OV WOULD BE EXTREMELY DIFFICULT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IMPRACTICABLE TO CLAUSES (A) THROUGH (C)ASCERTAIN. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT BUYER OBJECTS TOOF A MATERIAL DEFAULT OR BREACH BY MEMBER, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE CONTENTS OF MEMBER’S VAULT (THE “VAULT CONTENTS”) SHALL SERVE AS LIQUIDATED DAMAGES, WHICH LIQUIDATED DAMAGES SHALL SERVE AS A REASONABLE ESTIMATE OF THE DEPOSIT OUT DAMAGES TO OV, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF STORING THE VAULT SPACE CONTENTS, UNREIMBURSED PICK-UP AND DELIVERY COSTS INCURRED BY OV AT MEMBER’S DIRECTION AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. MEMBER’S ABANDONMENT OF THE ESCROWVAULT SPACE CONTENTS AND THE RETENTION OF VAULT SPACE CONTENTS BY OV SHALL BE OV’S SOLE AND EXCLUSIVE REMEDY AGAINST MEMBER FOR A MATERIAL BREACH OR DEFAULT BY CUSTOMER HEREUNDER, SELLER SHALL HAVE AND OV WAIVES ANY AND ALL RIGHT TO SEEK OTHER REMEDIES AGAINST MEMBER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND PAYMENT OF PAST DUE SERVICE FEES. THE REMEDIES OTHERWISE AVAILABLE RETENTION OF VAULT SPACE CONTENTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR IN EQUITYPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________OV HEREBY WAIVES THE

Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN SELLER’S DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A CONDITION PRECEDENT IN FAVOR OF BUYER, OR BUYER’S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER, OR, IF SUCH DEFAULT IS NOT REASONABLY SUSCEPTIBLE OF BEING CURED WITHIN SUCH TEN (10) DAY PERIOD, IF BUYER FAILS TO COMMENCE TO CURE SUCH DEFAULT WITHIN SUCH TEN (10) DAY PERIOD, THEN, UPON DEMAND BY SELLER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED HERETO EXPRESSLY AGREE AND NEGOTIATED ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION EVENT OF THE DAMAGES THAT A DEFAULT BY BUYER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REPRESENTS THE PARTIES’ REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) . IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ANY AND ALL ACTIONS BROUGHT PURSUANT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED OR TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY ENFORCE BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ’S OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY IT SHALL BE CONCLUSIVELY PRESUMED THAT THE ABOVE-DESCRIBED LIQUIDATED DAMAGES SHALL BE THE SOLE REMEDY OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS OF BUYER’S DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER ANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF PURCHASE THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PROPERTY BE SPECIFICALLY ENFORCED.

Liquidated Damages. BUYER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT CONSUMMATED DUE TO BUYER’S DEFAULT UNDER THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE DATE OF THIS AGREEMENT, SELLER’S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD SUFFER BY REASON OF BUYER’S DEFAULT HEREUNDER. ACCORDINGLY, BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSELLER HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER UNDER THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY. IN THE EVENT OF SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, ANY OTHER CLAIM SELLER SHALL BE DEEMED TO MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR(INCLUDING, EXCEPT FOR: (AWITHOUT LIMITATION, SPECIFIC PERFORMANCE) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED ARISING BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER ’S DEFAULT. THE PARTIES HAVE INITIALED THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT SECTION 3.2 TO CLAUSES (A) THROUGH (C)ESTABLISH THEIR INTENT SO TO LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 3.2 SHALL BE DEEMED TO LIMIT BUYER’S OBLIGATION TO PERFORM THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR “CONTINUING OBLIGATIONS” AS DEFINED IN EQUITYSECTION 4.6 BELOW. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Buyer’s Initials: /s/ MAC Initials: /s/ DW

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES HAVE DISCUSSED AND NEGOTIATED CONTRARY CONTAINED IN GOOD FAITH THIS AGREEMENT, IF THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY TO PURCHASER IS NOT CONSUMMATED BY SELLER IF REASON OF PURCHASER’S DEFAULT OF ITS OBLIGATION TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AND ALL INTEREST ACCRUED THEREON IN ACCORDANCE WITH ESCROW AGREEMENT AFTER WRITTEN NOTICE TO PURCHASER AND AS LIQUIDATED DAMAGES FOR SUCH LIQUIDATED DAMAGES, DEFAULT. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND (IV) IN CONSIDERATION EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER’S FAILURE TO COMPLETE THE PURCHASE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PROPERTY PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. PURCHASER AND COSTS INCURRED BY SELLER INCIDENT AGREE THAT SELLER’S RIGHT TO CLAUSES RETAIN THE DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. NOTHING CONTAINED IN THE FOREGOING SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (A) THROUGH SELLER’S REMEDIES OR DAMAGES FOR POST-CLOSING CLAIMS OF SELLER AGAINST PURCHASER WITH RESPECT TO ANY OBLIGATIONS OF PURCHASER THAT, BY THE TERMS OF THIS AGREEMENT, SURVIVE THE CLOSING, INCLUDING BUT NOT LIMITED TO PURCHASER’S OBLIGATIONS IN REGARD TO INDEMNIFICATION UNDER Section 14.03, OR (C)B) SELLER’S RIGHTS TO OBTAIN FROM PURCHASER ALL COSTS AND EXPENSES OF ENFORCING THIS LIQUIDATED DAMAGES PROVISION, INCLUDING LEGAL COSTS. NOTWITHSTANDING THE FOREGOING, PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGE PROVISIONS CONTAINED IN THE EVENT BUYER OBJECTS THIS SECTION. ACCEPTED AND AGREED TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, : /s/ /s/ SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PURCHASER

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF ALL OF THE DAMAGES THAT WOULD CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE THE PROPERTY HAVE BEEN SATISFIED OR WAIVED IN WRITING BY BUYER AND IF BUYER SHOULD FAIL TO CONSUMMATE THIS TRANSACTION FOR ANY REASON OTHER THAN SELLER’S DEFAULT, FAILURE OF A CONDITION TO BUYER’S OBLIGATION TO CLOSE, OR THE EXERCISE BY BUYER OF AN EXPRESS RIGHT OF TERMINATION GRANTED HEREIN, SELLER’S SOLE REMEDY IN SUCH EVENT SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TO TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF RETAIN THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH LIQUIDATED DAMAGES, (III) SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER. THE PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, SELLER SHALL BE ENTITLED TO RETAIN AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF THE DEPOSIT AS SUCH BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN CALIFORNIA CIVIL CODE OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ANY SIMILAR PROVISION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________JPM MEJ JDM

Liquidated Damages. PURCHASER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO PURCHASER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. PURCHASER ALSO ACKNOWLEDGES THAT SELLER WILL SUFFER SUBSTANTIAL DAMAGES THAT IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO PURCHASER’S DEFAULT UNDER THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE OF THIS AGREEMENT, SELLER’S DAMAGES WOULD BE SUFFERED BY EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, PURCHASER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD SUFFER BY REASON OF PURCHASER’S DEFAULT HEREUNDER. ACCORDINGLY, PURCHASER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSELLER HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY PURCHASER UNDER THIS AGREEMENT, SELLER SELLER’S SOLE REMEDY SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT BY GIVING NOTICE TO PURCHASER AND TITLE COMPANY AND TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, ANY OTHER CLAIM SELLER SHALL BE DEEMED TO MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT IN LAW OR IN EQUITY ON ACCOUNT (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF PURCHASER’S DEFAULT. THE FAILURE OF THE CLOSING PARTIES HAVE INITIALED THIS SECTION 3 TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS ESTABLISH THEIR INTENT SO TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THE EVENT BUYER OBJECTS TOTHIS SECTION 3 SHALL BE DEEMED TO LIMIT: (A) PURCHASER’S OBLIGATION TO PERFORM ANY CONTINUING OBLIGATIONS, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR (B) PURCHASER’S INDEMNIFICATION OBLIGATIONS CONTAINED IN EQUITYTHIS AGREEMENT. SELLER'S INITIALS BUYER'S INITIALS __________ __________’S PURCHASER’S INITIALS: AZ INITIALS: TC

Liquidated Damages. BUYER RECOGNIZES THAT THE PROPERTY WILL BE REMOVED BY THE SELLER FROM THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT, AND THAT IF THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT, IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH AGREED THAT THE QUESTION ACTUAL AMOUNT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AS A RESULT OF ANY SUCH DEFAULT IS DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE IS A REASONABLE AS A MEASURE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, (III) IN THE EVENT PARTIES AGREE THAT IF THE CLOSE OF SUCH BREACHESCROW DOES NOT OCCUR BECAUSE OF BUYER'S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH . SELLER AGREES THAT THESE LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED IN LIEU OF ANY OTHER MONETARY RELIEF OR OTHER REMEDY, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE, TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF WHICH SELLER MIGHT OTHERWISE BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTEQUITY, AND SHALL BE SELLER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY. NOTHING CONTAINED HEREIN SHALL IN ANY MANNER LIMIT (D1) THE AMOUNT OF DAMAGES OBTAINABLE PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS OR INDEMNIFICATION PROVISION HEREOF, OR (2) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________RECOVERABLE UNDER

Liquidated Damages. THE PARTIES HAVE DISCUSSED ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE AGREE THAT SELLER WILL SUFFER SUBSTANTIAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AS A RESULT OF A DEFAULT BY BUYER. GIVEN FLUCTUATIONS IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES REALIZE THAT (I) SUCH DAMAGES ARE AND IT WILL CONFIDENTIAL TREATMENT REQUESTED BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL, IF NOT IMPOSSIBLE, TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE ACTUAL AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER'S DAMAGES IN THE EVENT OF SUCH BREACHFAILURE TO PERFORM BY BUYER. THEREFORE, THE PARTIES HEREBY AGREE THAT BUYER'S DEPOSIT [CONFIDENTIAL TREATMENT REQUESTED] AND ALL INTEREST ACCRUED THEREON WHILE HELD BY ESCROW AGENT REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF EXECUTION OF THIS AGREEMENT, AND THAT SELLER SHALL BE ENTITLED HAVE THE RIGHT TO RECEIVE AND RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION FULL AMOUNT OF THE PAYMENT OF SUCH DEPOSIT AND ACCRUED INTEREST AS LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS DEFAULT. SELLER WAIVES ALL RIGHTS AND REMEDIES SELLER OTHERWISE MAY HAVE BASED UPON SUCH DEFAULT, INCLUDING, WITHOUT LIMITATION, ANY RIGHT PURSUANT TO CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. IF THE CLOSE OF ESCROW FAILS TO OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, BUYER AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE PROMPTLY GIVE WRITTEN INSTRUCTIONS TO ESCROW AGENT TO IMMEDIATELY RETURN TO BUYER THE DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON. BY SIGNING THEIR INITIALS BELOW, EACH PARTY CONFIRMS ITS CONSENT TO AND AGREEMENT WITH THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS PARAGRAPH: ----------------------------- ------------------------------ Seller's Initials Buyer's Initials The parties agree that a single initial by ▇▇▇▇▇▇ ▇▇▇▇▇▇ III, in his capacity as attorney in fact for any of the entities comprising Seller, shall for purposes of this Article 18 be effective as to all such entities.

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF (A) THE CLOSING FAILS TO OCCUR ON OR PRIOR TO THE END DATE (AS IT MAY BE EXTENDED PURSUANT TO SECTION 10.1(b)) DUE SOLELY TO (I) BUYER FAILING TO OBTAIN A LICENSE OR APPROVAL OF A GOVERNMENTAL AUTHORITY SET FORTH ON SCHEDULE 9.1(e), OR (II) THE CONDITION SET FORTH IN SECTION 9.1(m) FAILING TO BE SATISFIED OTHER THAN AS A RESULT OF THE FAILURE OF CLAUSE (B) OF THE DEFINITION OF BONA FIDE PROPOSAL TO BE SATISFIED IN ONE OR MORE PROPOSALS RECEIVED BY BUYER (CLAUSE (I) OR (II), (A “BUYER CLOSING CONDITION FAILURE”) AND (B) PARENT IS ENTITLED TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 10.1(b) or 10.1(d), THEN THE PARTIES HAVE DISCUSSED ACKNOWLEDGE THAT SELLER PARTIES’ ACTUAL DAMAGES CAUSED BY A BUYER CLOSING CONDITION FAILURE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT $5,000,000 HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE QUESTION PARTIES’ REASONABLE ESTIMATE OF THE SELLER PARTIES’ DAMAGES THAT WOULD BE SUFFERED CAUSED BY SELLER IF THE A BUYER CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT CONDITION FAILURE, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE THAT AN AWARD OF SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY $5,000,000 SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE SELLER PARTIES’ EXCLUSIVE REMEDY AGAINST BUYER AS A MEASURE RESULT OF A BUYER CLOSING CONDITION FAILURE; PROVIDED, HOWEVER, THAT SUCH DAMAGESAMOUNT SHALL BE REDUCED BY THE AGGREGATE AMOUNTS, (IIIIF ANY, PAID BY BUYER TO PARENT PURSUANT TO SECTION 10.1(b) IN CONNECTION WITH EXTENSIONS OF THE EVENT OF SUCH BREACH, END DATE BY BUYER. BUYER AND SELLER SHALL BE ENTITLED TO RETAIN PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE DEPOSIT AS SUCH ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH TIME THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________AGREEMENT WAS EXECUTED.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH SELLER'S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND SELLER IS READY, (II) WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEINCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) THEN HELD BY ESCROW AGENT. IN THE EVENT ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHBUYER'S DEFAULT AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS HEREUNDER, THEN (1) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL BE ENTITLED TERMINATE, (2) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO RETAIN BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE DEPOSIT AS SUCH LIQUIDATED DAMAGESPARTIES WHO DEPOSITED THE SAME, AND (IV3) IN CONSIDERATION ESCROW AGENT SHALL DELIVER THE DEPOSIT (INCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) THEN HELD BY ESCROW AGENT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE PAYMENT OF SUCH SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, . SELLER SHALL BE DEEMED TO AND BUYER ACKNOWLEDGE THAT THEY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT READ AND UNDERSTAND THE PROVISIONS OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 11.1, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ JRG /s/ AG ----------------- ---------------- Seller's Initials Buyer's Initials

Liquidated Damages. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES THE DISTRICT SHALL SUSTAIN AS A RESULT OF ANY SUCH DEFAULT WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY HEREBY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT DEPOSITS TRANSFERRED TO THE ESCROW FOR THE EXCHANGE PROPERTY (AS IT MAY SET FORTH IN SECTION 1.4) PLUS ANY INTEREST THEREON, IF ANY, IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THE DISTRICT WOULD SUFFER IN SUCH EVENT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. ACCORDINGLY, IN THE EVENT OF ANY DEFAULT BY ▇▇▇▇▇▇ HOMES AND PROVIDED THAT THERE HAS BEEN NO FAILURE OF SATISFACTION OF A CONDITION PRECEDENT TO CLOSE BENEFITING ▇▇▇▇▇▇ HOMES UNDER THIS AGREEMENT AND ▇▇▇▇▇▇ HOMES HAS FAILIED TO CURE ITS DEFAULT WITHIN THE 15-DAY CURE PERIOD SET FORTH IN SECTION 4.1.2, DISTRICT SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, AS ITS SOLE AND EXCLUSIVE REMEDY, BY GIVING WRITTEN NOTICE TO ▇▇▇▇▇▇ HOMES AND ESCROW HOLDER. IF THIS AGREEMENT IS TERMINATED AS SET FORTH HEREIN, THE PARTIES SHALL BE INCREASED FROM TIME RELIEVED OF THEIR OBLIGATIONS HEREUNDER EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, AND THE DEPOSITS TRANSFERRED TO TIMETHE ESCROW FOR THE EXCHANGE PROPERTY (AS SET FORTH IN SECTION 1.4) ARE PLUS ANY INTEREST THEREON, IF ANY SHALL BE RELEASED TO THE DISTRICT. ▇▇▇▇▇▇ HOMES AND WOULD THE DISTRICT AGREE THAT THE DISTRICT'S RIGHT TO RETAIN THE DEPOSITS THAT HAVE BEEN RELEASED TO THE DISTRICT (AS SET FORTH IN SECTION 1.4) PLUS ANY INTEREST THEREON, IF ANY, SHALL BE REASONABLE AS A MEASURE THE SOLE REMEDY OF SUCH DAMAGES, (III) THE DISTRICT IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF A DEFAULT UNDER THIS AGREEMENT BY ▇▇▇▇▇▇ HOMES. THE PAYMENT OF SUCH AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO THE DISTRICT UNDER CALIFORNIA CIVIL CODE §§1671, SELLER 1676 AND 1677. THE DISTRICT WAIVES ANY RIGHT TO SPECIFICALLY ENFORCE ▇▇▇▇▇▇ HOMES’ OBLIGATION TO PURCHASE THE DISTRICT PROPERTY (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF CIVIL CODE SECTIONS 1680 AND 3389), AND WAIVES ANY RIGHT TO SEEK, CLAIM OR OBTAIN PUNITIVE DAMAGES OR SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OR REMEDY FOR SUCH A BREACH BY ▇▇▇▇▇▇ HOMES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT ▇▇▇▇▇▇ HOMES’ LIABILITY TO THE DISTRICT UNDER THE INDEMNIFICATION IN SECTION 2.2 ABOVE OR FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, AS PROVIDED IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SECTION 7.3

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 22; AND BY ITS INITIALS IMMEDIATELY BELOW, AND (D) ATTORNEYS' FEES AND COSTS INCURRED IT AGREES TO BE BOUND BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THOSE PROVISIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ JC /s/ JLS -------------- ----------------- Buyer's Initials Seller's Initials

Liquidated Damages. SELLER AND BUYER HAVE CONSIDERED AND DISCUSSED THE PARTIES POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE ESCROW FAILS TO CLOSE. SELLER AND BUYER HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES AGREE THAT IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED FIX THE ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER OCCURRING IN THE EVENT OF BUYER’S DEFAULT UNDER THIS AGREEMENT IN FAILING TO PURCHASE THE PROPERTY PURSUANT HERETO WHEN BUYER OR ITS ASSIGNEE IS OBLIGATED TO DO SO. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF BUYER’S NONPERFORMANCE OF SUCH BREACHPURCHASE OBLIGATION UNDER THIS AGREEMENT, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT, PLUS ANY INTEREST EARNED ON THE DEPOSIT DELIVERED BY BUYER TO ESCROW HOLDER HEREUNDER, AND IN THE EVENT OF BUYER’S DEFAULT IN ITS (OR ITS ASSIGNEE’S) OBLIGATION TO PURCHASE THE PROPERTY PURSUANT HERETO, SUBJECT TO SECTION 14.1, BUYER AND SELLER AGREE THAT AS SELLER’S SOLE AND EXCLUSIVE RIGHT OR REMEDY, SELLER SHALL BE ENTITLED AT ITS ELECTION TO RECEIVE AND RETAIN AS FULLY AGREED LIQUIDATED DAMAGES THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN ENTIRE DEPOSIT, PLUS (B) INTEREST EARNED THEREON. THE FOREGOING SHALL NOT, HOWEVER, LIQUIDATE OR OTHER DELIVERY OF DOCUMENTS LIMIT BUYER’S OBLIGATIONS OR SELLER’S RIGHTS AGAINST BUYER ARISING IN CONNECTION WITH BUYER’S OBLIGATIONS UNDER SECTION 5.2 OR SECTIONS 24 OR 25, OR ANY INDEMNITY PROVIDED BY BUYER PURSUANT TO THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. Buyer’s Initials Seller’s Initials As material consideration to each party’s agreement to the liquidated damages provisions stated above, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGeach party hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damage provisions for any reason whatsoever, IN THE EVENT BUYER OBJECTS TOincluding, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWbut not limited to, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________that such provision was unreasonable under circumstances existing at the time this Agreement was made, each party hereby expressly acknowledging the reasonableness of the liquidated damages provisions stated above.

Liquidated Damages. IF, FOLLOWING THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY DUE DILIGENCE PERIOD (AS DEFINED HEREIN), BUYER DEFAULTS HEREUNDER, THEN PROVIDED SELLER IF THE CLOSING DOES IS NOT OCCUR BECAUSE BUYER BREACHES THEN ALSO IN DEFAULT, SELLER MAY TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED BUYER SHALL BE OBLIGATED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE PAY SELLER THE INDEPENDENT CONSIDERATION AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT LIEU OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ANY AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DAMAGE OR OTHER DELIVERY REMEDY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER ANY KIND AT LAW OR IN EQUITY. PAYMENT OF SUCH SUM BY BUYER IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD IS INTENDED TO COMPENSATE SELLER FOR THE DAMAGES IT WILL SUFFER AS A RESULT OF SUCH DEFAULT BY BUYER. IN AGREEING TO SUCH LIQUIDATED DAMAGES, BUYER ACKNOWLEDGES THAT THE AMOUNT OF SELLER'S ’S ACTUAL DAMAGES BY REASON OF BUYER’S DEFAULT WILL BE SUBSTANTIAL BUT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN, AND THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. IN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT ON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT BUYER SHOULD SO DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ACCORDINGLY, IN ORDER TO INDUCE SELLER TO WAIVE ALL OF THE REMEDIES SELLER MIGHT OTHERWISE HAVE IN THE EVENT OF A DEFAULT BY BUYER, BUYER HAS PROPOSED, AND SELLER HAS ACCEPTED THE CONCEPT OF LIQUIDATED DAMAGES AS SET FORTH HEREIN, WITH THE AMOUNT THEREOF HAVING BEEN THE SUBJECT OF SPECIFIC AGREEMENT BETWEEN THE PARTIES. BY THEIR INITIALS BUYER'S INITIALS __________ __________HERETO, SELLER AND BUYER SPECIFICALLY ACKNOWLEDGE THEIR ACCEPTANCE AND APPROVAL OF THE FOREGOING LIQUIDATED DAMAGES PROVISION. ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE IMMEDIATELY PRECEDING LIQUIDATED DAMAGES PROVISION JC JC Seller GL Buyer

Liquidated Damages. BUYER AND SELLER AGREE THAT IF BUYER DOES NOT TERMINATE THIS AGREEMENT PRIOR TO THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING INSPECTION PERIOD AND DOES NOT OCCUR BECAUSE BUYER BREACHES PURCHASE THE PROPERTY, IF SELLER IS NOT IN DEFAULT UNDER THE TERMS OF THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE ESCROW BY GIVING WRITTEN NOTICE OF TERMINATION TO BUYER AND ESCROW HOLDER AND BUYER SHALL HAVE ENDEAVORED TEN (10) BUSINESS DAYS TO REASONABLY ESTIMATE CURE SUCH DAMAGESDEFAULT; PROVIDED THAT A DEFAULT UNDER SECTION 8.1 HEREOF SHALL NOT BE SUBJECT TO A CURE PERIOD. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHTERMINATION, BUYER AND SELLER AGREE THAT THE ACTUAL DAMAGES WHICH SELLER WOULD SUFFER AS A RESULT OF BUYER’S DEFAULT ARE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN INASMUCH AS IT IS DIFFICULT TO EVALUATE THE DAMAGES TO SELLER TO BE INCURRED BY TAKING THE PROPERTY OFF THE MARKET PURSUANT TO THIS AGREEMENT. THEREFORE, BUYER AND SELLER AGREE THAT BUYER’S ESCROW DEPOSIT REPRESENTS A REASONABLE ESTIMATE AS TO THE AMOUNT OF SUCH DAMAGES AND SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE ESCROW DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER DAMAGES WHICH SHALL BE DEEMED TO HAVE WAIVED IN LIEU OF ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY REMEDIES THAT OTHERWISE WOULD BE AVAILABLE TO SELLER, IF BUYER FAILS TO CLOSE THE ESCROW ON ACCOUNT OF BUYER’S BREACH OF THIS AGREEMENT. IF SELLER DEFAULTS UNDER THIS AGREEMENT, BUYER’S SOLE REMEDY SHALL BE THE FAILURE CHOICE OF THE CLOSING TO OCCUR, EXCEPT FOREITHER: (A) CLAIMS FOR TERMINATE THE AGREEMENT,RECEIVE A RETURN OF THE ESCROW DESPOSIT, AND RECEIVE REIMBURSEMENT BY SELLER OF BUYER’S ACTUAL THIRD-PARTY OUT OF POCKET EXPENSES (NOT TO EXCEED $100,000); OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT THE RIGHT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, SPECIFIC PERFORMANCE. BUYER AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL NO RIGHT TO SEEK ANY TYPE OF THE REMEDIES OTHERWISE AVAILABLE DAMAGES. ▇▇▇▇▇ AND SELLER, BY THEIR INITIALS BELOW, ▇▇▇▇▇▇ SPECIFICALLY APPROVE AND AGREE TO SELLER AT LAW OR IN EQUITYTHIS SECTION. BUYER’s Initials SELLER'S INITIALS BUYER'S INITIALS __________ __________’s Initials

Liquidated Damages. BUYER ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO BUYER, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS AGREEMENT, IS MATERIAL TO SELLER. BUYER ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE DATE OF THIS AGREEMENT, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS TRANSACTION, AND FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE INITIAL DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WOULD SUFFER BY REASON OF BUYER'S DEFAULT HEREUNDER. ACCORDINGLY, BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESSELLER HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER UNDER THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE TO BUYER AND TITLE COMPANY. IN THE EVENT OF SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RETAIN THE INITIAL DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, ANY OTHER CLAIM SELLER SHALL BE DEEMED TO MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR(INCLUDING, EXCEPT FOR: (AWITHOUT LIMITATION, SPECIFIC PERFORMANCE) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED ARISING BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER DEFAULT. THE PARTIES HAVE INITIALED THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SECTION

Liquidated Damages. IF, FOLLOWING THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY DUE DILIGENCE PERIOD (AS DEFINED HEREIN), BUYER DEFAULTS HEREUNDER AND BUYER HAS NOT CURED SUCH DEFAULT, THEN SELLER IF THE CLOSING DOES MAY TERMINATE THIS AGREEMENT, THEN PROVIDED SELLER IS NOT OCCUR BECAUSE BUYER BREACHES THEN ALSO IN DEFAULT, SELLER MAY TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED BUYER SHALL BE OBLIGATED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) PAY SELLER THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT LIEU OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ANY AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DAMAGE OR OTHER DELIVERY REMEDY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER ANY KIND AT LAW OR IN EQUITY. PAYMENT OF SUCH SUM BY BUYER IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD IS INTENDED TO COMPENSATE SELLER FOR THE DAMAGES IT WILL SUFFER AS A RESULT OF SUCH DEFAULT BY BUYER. IN AGREEING TO SUCH LIQUIDATED DAMAGES, BUYER ACKNOWLEDGES THAT THE AMOUNT OF SELLER'S ’S ACTUAL DAMAGES BY REASON OF BUYER’S DEFAULT WILL BE SUBSTANTIAL BUT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN, AND THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. IN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT ON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT BUYER SHOULD SO DEFAULT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. ACCORDINGLY, IN ORDER TO INDUCE SELLER TO WAIVE ALL OF THE REMEDIES SELLER MIGHT OTHERWISE HAVE IN THE EVENT OF A DEFAULT BY BUYER, BUYER HAS PROPOSED, AND SELLER HAS ACCEPTED THE CONCEPT OF LIQUIDATED DAMAGES AS SET FORTH HEREIN, WITH THE AMOUNT THEREOF HAVING BEEN THE SUBJECT OF SPECIFIC AGREEMENT BETWEEN THE PARTIES. BY THEIR INITIALS BUYER'S INITIALS __________ __________HERETO, SELLER AND BUYER SPECIFICALLY ACKNOWLEDGE THEIR ACCEPTANCE AND APPROVAL OF THE FOREGOING LIQUIDATED DAMAGES PROVISION. ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE IMMEDIATELY PRECEDING LIQUIDATED DAMAGES PROVISION

Liquidated Damages. FROM AND AFTER THE EXERCISE OF THE OPTION, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 19.1 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, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. CONSISTENT WITH THE PROVISIONS OF SECTION 1.5, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY REASON OF A DEFAULT OF BUYER OBJECTS TOPURSUANT TO THIS SECTION 19.1, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES THE OPTION PAYMENT IN ALL EVENTS SHALL BE RETAINED BY SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ [ILLEGIBLE] /s/ [ILLEGIBLE] -------------------- -------------------- Buyer's Initials Seller's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT SELLER’S ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF PROPERTY FROM THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE INITIAL DEPOSIT, ADDITIONAL DEPOSIT AND ANY OTHER DEPOSIT(S) MADE BY BUYER PURSUANT TO ANY ADDENDUM OR AMENDMENT HERETO (AS IT MAY COLLECTIVELY, THE “DEPOSITS”) IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS INCURRED BY SELLER IN THE EVENT OF A MEASURE BREACH OR DEFAULT OF SUCH DAMAGES, (III) THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHBREACH OR DEFAULT BY BUYER, SELLER SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE DEPOSITS (INCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE CLOSING PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR DEFAULTS IN ITS OBLIGATION TO OCCURPURCHASE THE PROPERTY HEREUNDER. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DEFENSE OR OTHER DELIVERY HOLD HARMLESS OBLIGATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' ’ FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS’ FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS PARAGRAPH 12 BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS PARAGRAPH 12.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF DEFAULT OF TRANSFEREE IN THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AGREEMENT, TRANSFEREE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY TRANSFEROR AGREE THAT (I) SUCH TRANSFEROR’S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) TRANSFEROR, AS TRANSFEROR’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF FIVE MILLION DOLLARS ($5,000,000.00) (THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) “LIQUIDATED AMOUNT”). IN THE EVENT THAT THE ESCROW FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHTRANSFEREE’S DEFAULT, SELLER THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF TRANSFEREE AND TRANSFEROR HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO TRANSFEREE AND TRANSFEROR ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (C) TRANSFEREE SHALL IMMEDIATELY DELIVER THE LIQUIDATED AMOUNT TO TRANSFEROR, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVD) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO TRANSFEREE. FOR PURPOSES OF THIS SECTION 12.1, A BREACH SHALL RESULT IN CONSIDERATION DEFAULT ONLY AFTER WRITTEN NOTICE OF THE PAYMENT BREACH IS GIVEN TO TRANSFEREE AND ONLY IF SUCH BREACH IS NOT CURED WITHIN FIVE (5) BUSINESS DAYS THEREAFTER. TRANSFEROR AND TRANSFEREE ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF SUCH LIQUIDATED DAMAGESTHIS SECTION 12.1, SELLER AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE PROVISIONS OF THIS SECTION 12.1 SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT SURVIVE THE TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Transferor’s Initials Transferee’s Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE ON OR BEFORE THE SCHEDULED CLOSING DATE BY REASON OF A BUYER BREACHES DEFAULT, THEN THIS AGREEMENT AND HAVE ENDEAVORED THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL TERMINATE AND THE DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE RELEASED TO REASONABLY SELLER. IN ADDITION, BUYER SHALL BE RESPONSIBLE FOR ALL ESCROW CANCELLATION AND OTHER CHARGES REQUIRED TO BE PAID TO ESCROW HOLDER. IN THE EVENT OF ANY SUCH DEFAULT BY BUYER, THE DEPOSIT SHALL BE DEEMED LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER WHICH SUM SHALL BE PRESUMED TO BE A REASONABLE ESTIMATE OF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER BY REASON OF SUCH DAMAGESBUYER DEFAULT. THEY AGREE THAT (I) SUCH DAMAGES ARE FROM THE NATURE OF THIS TRANSACTION, IT IS IMPRACTICABLE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFIX THE ACTUAL DAMAGES THAT SELLER WOULD SUSTAIN, (II) SHOULD A BUYER DEFAULT OCCUR. THE IMPRACTICABILITY AND DIFFICULTY OF FIXING ACTUAL DAMAGES IS CAUSED BY, WITHOUT LIMITATION, THE FACT THAT THE PROPERTY IS UNIQUE. BASED ON THE FOREGOING AND OTHER CONSIDERATIONS, BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHA BUYER DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESNOTWITHSTANDING ANY WORDS OR CHARACTERIZATIONS PREVIOUSLY USED OR HEREIN CONTAINED IMPLYING ANY CONTRARY INTENT, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER COLORADO LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL PURSUANT TO SUCH LAW. NOTHING HEREIN SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER’S INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTIONS 3.3 AND 8.8 ABOVE OR FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SELLER’S RIGHT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)AS PROVIDED IN SECTION 12.13 BELOW. NOTWITHSTANDING THE FOREGOINGNotwithstanding anything to the contrary contained in this Agreement, IN THE EVENT BUYER OBJECTS TOneither Buyer nor Seller shall have any liability to the other under any circumstances for any damages, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWincluding, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYwithout limitation, consequential or punitive damages or damages suffered as a result of the other party’s failure to timely complete a tax-deferred exchange. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials DD Seller’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER, SELLER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT OPERATOR ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH IN THE EVENT BUYER DEFAULTS UNDER THIS AGREEMENT, SELLER AND OPERATOR WILL SUFFER DAMAGES ARE AND IN AN AMOUNT WHICH WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXASCERTAIN. BUYER, (II) LIQUIDATED DAMAGES IN SELLER AND OPERATOR, AFTER DUE NEGOTIATION, ACKNOWLEDGE AND AGREE THAT THE AMOUNT DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DAMAGES WHICH SELLER WILL SUSTAIN IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER. BUYER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, OPERATOR AGREE THAT SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGOPERATOR MAY, IN THE EVENT OF A BUYER OBJECTS TODEFAULT, FAILS TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF BUYER AND ESCROW HOLDER, CANCEL THE ESCROW, AND ESCROW HOLDER SHALL PAY TO SELLER THE DEPOSIT OUT (INCLUDING ALL INTEREST THEREON) AS LIQUIDATED DAMAGES. FOLLOWING TERMINATION OF THIS AGREEMENT, CANCELLATION OF THE ESCROW, AND THE PAYMENT OF THE DEPOSIT TO SELLER SHALL HAVE PURSUANT TO THIS ARTICLE 14, EXCEPT FOR BUYER’S OBLIGATIONS UNDER SECTIONS 11.8, 15.3 AND 15.13, ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHTS AND OBLIGATIONS OF BUYER, SELLER AND OPERATOR UNDER THIS AGREEMENT SHALL BE TERMINATED. BUYER, SELLER AND OPERATOR ACKNOWLEDGE THAT EACH OF THEM HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS OF THIS ARTICLE 14, AND BY THEIR INITIALS IMMEDIATELY BELOW BUYER AND SELLER AGREE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________BE BOUND BY THESE TERMS AND PROVISIONS.

Liquidated Damages. OPTIONEE RECOGNIZES THAT OPTIONOR’S INTEREST IN THE PROPERTY WILL BE UNAVAILABLE FOR SALE DURING THE EXISTENCE OF THIS AGREEMENT. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES HAVE DISCUSSED THAT IT IS EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) OPTIONOR IN THE EVENT OF OPTIONEE DEFAULTS IN ITS OBLIGATION TO CLOSE ESCROW FOR THE PROPERTY, AS REQUIRED HEREIN. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES OPTIONOR WOULD SUFFER IN SUCH BREACHEVENT, SELLER HAVE DETERMINED THAT ALL AMOUNTS PAID TO OPTIONOR AS OPTION CONSIDERATION AND ALL INTEREST EARNED THEREON SHALL BE ENTITLED DISBURSED TO RETAIN THE DEPOSIT OPTIONOR, IF THEN HELD BY ESCROW HOLDER, OR RETAINED BY OPTIONOR, IF PREVIOUSLY DISBURSED TO OPTIONOR HEREUNDER, AND SHALL BE DEEMED FULLY EARNED AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BY INITIALING BELOW, THE PARTIES AGREE TO THE PROVISIONS OF THIS SECTION AND ACKNOWLEDGE THAT SUCH REMEDY OF OPTIONOR AS SET FORTH HEREIN SHALL BE THE PAYMENT EXCLUSIVE REMEDY OF OPTIONOR BY REASON OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT DEFAULT OF THE FAILURE OF THE CLOSING TO OCCUROPTIONEE, EXCEPT FOR: (A) CLAIMS FOR ANY RIGHTS OF OPTIONOR THAT BY THEIR TERMS SPECIFICALLY SURVIVE THE RETURN OR OTHER DELIVERY TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) EXCEPT FOR ALL RIGHTS AND REMEDIES WHICH OPTIONOR MAY HAVE AT LAW OR EQUITY OR UNDER THIS AGREEMENT IN CONNECTION WITH OPTIONOR’S ENFORCEMENT OF THIS SECTION 20.2 INCLUDING, WITHOUT LIMITATION, OPTIONOR’S RIGHT TO RECOVER ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)IN CONNECTION THEREWITH. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Optionor’s Initials Optionee’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION HERETO MUTUALLY RECOGNIZE THAT DAMAGES FROM A BREACH OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TERMS OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDETERMINE WITH CERTAINTY AND THAT THE AMOUNT OF LIQUIDATED DAMAGES HEREIN AGREED TO REPRESENT A REASONABLE ENDEAVOR TO ASCERTAIN THE PROPER AMOUNT THAT SUCH DAMAGES WOULD BE. THIS PROVISION DEFINING AND PROVIDING FOR LIQUIDATED DAMAGES IS A "PRE-ESTIMATE" OF DAMAGES IN ORDER THAT THE PARTIES MAY KNOW WITH REASONABLE CERTAINTY THE EXTENT OF LIABILITY FOR SUCH BREACH. SAID LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HEREIN AGREE THAT THE SUM OF TWO HUNDRED THOUSAND DOLLARS (II$200,000) IS A FAIR AND REASONABLE SUM AND SHALL CONSTITUTE SUCH LIQUIDATED DAMAGES IN THE AMOUNT EVENT PURCHASER BREACHES THIS AGREEMENT AFTER ISSUANCE OF THE DEPOSIT BUILDING PERMIT OR VARIANCE. Purchaser shall deposit the Twenty-Five Thousand Dollar (AS IT MAY BE INCREASED FROM TIME TO TIME$25,000) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESDeposit with Escrow Holder upon mutual execution of this Agreement, and shall further deposit an additional One Hundred Seventy-Five Thousand Dollars (III$175,000) IN THE EVENT OF SUCH BREACHas the remainder of the Purchase Price with Escrow Holder upon the first to occur of (i) Purchaser's receipt of the Building Permit, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESor (ii) Purchaser's receipt of the Variance. All sums deposited by Purchaser shall be available to Seller as liquidated damages as provided in this paragraph 10. All sums which constitute liquidated damages shall be maintained in escrow but shall be transferred to Seller by the Escrow Holder without further participation, AND agreement and/or permission by Purchaser in the event of a breach of this Agreement by Purchaser or otherwise provided herein. In the event of any breach of this Agreement after the approval of the transfer of the Liquor License by the Department, the entire Two Hundred Thousand Dollars (IV$200,000) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESshall be released to Seller as liquidated damages. Notwithstanding the foregoing, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURif the Department shall have denied the transfer of the Liquor License to Purchaser, EXCEPT FOR: the amount released to Seller hereunder shall be One Hundred Fifteen Thousand Dollars (A$115,000) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; as liquidated damages and as payment for the transfer of the Fixed Assets and any remaining amount deposited shall be returned to Purchaser. Further notwithstanding the foregoing, Twenty-Five Thousand Dollars (B$25,000) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; shall constitute the full sum of liquidated damages from the time escrow is opened until the first to occur of (Ci) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTPurchaser's receipt of a Variance or (ii) Purchaser receipt of a Building Permit as provided in paragraph 3 above. Upon the issuance of such Variance or Building Permit, AND the entire Two Hundred Thousand Dollars (D$200,000) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)held by Escrow Holder shall constitute a deposit which shall be available to be released to Seller as liquidated damages in the event of a breach or other failure to perform under this Agreement by Purchaser. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS _______________ ___________ Seller's Initials Buyer's Initials

Liquidated Damages. IF, AND ONLY IF, BUYER SHALL DEFAULT BY FAILING TO CLOSE THIS TRANSACTION WITHOUT LEGAL EXCUSE, SELLER’S SOLE AND EXCLUSIVE REMEDY BY REASON THEREOF SHALL BE TO TERMINATE THIS AGREEMENT AND, UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE PARTIES HAVE DISCUSSED DEPOSIT (AND NEGOTIATED IN GOOD FAITH THE QUESTION OF ANY INTEREST EARNED THEREON) AS LIQUIDATED DAMAGES FOR BUYER’S DEFAULT HEREUNDER, IT BEING AGREED THAT THE DAMAGES BY REASON OF BUYER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN, AND THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEAND ANY INTEREST THEREON) ARE AND WOULD BE REPRESENTS THE PARTIES’ REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, DAMAGES AND THEREAFTER BUYER AND SELLER SHALL BE ENTITLED HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE THAT ARE EXPRESSLY PROVIDED IN THIS AGREEMENT TO RETAIN SURVIVE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF TERMINATION HEREOF. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IF SELLER PROPERLY TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND BUYER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A ANY LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN THE NAMED BUYER (AND ANY PERMITTED ASSIGNEE OF BUYER’S INTEREST HEREUNDER) SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF SUCH ACTION TO CONTEST BY BUYER; (C) CLAIMS ON ACCOUNT PROVIDED, THAT THE FOREGOING SHALL NOT BE DEEMED TO PROHIBIT BUYER FROM FILING AN ACTION FOR SPECIFIC PERFORMANCE AS PROVIDED IN PARAGRAPH 18 OR FROM CHALLENGING SELLER’S RIGHT TO TERMINATE THIS AGREEMENT WITH THE UNDERSTANDING AND LIMITATION THAT BUYER MAY NOT UNDER ANY CIRCUMSTANCES BE PERMITTED TO FILE ANY LIEN LIS PENDENS OR OTHER FORM OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING ATTACHMENT AGAINST THE FOREGOING, PROPERTY IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE CONNECTION WITH SUCH ACTION FOR SPECIFIC PERFORMANCE OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYCHALLENGE. SELLER'S INITIALS ’S INITIALS: JS JC BUYER'S INITIALS ’S INITIALS: __________ __________

Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 18.1 LIMIT THE EVENT 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, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, BUYER OBJECTS TOAND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLERAND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. --------------------------- ------------------------- RPB THK --------------------------- ------------------------- BUYER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. INITIALS SELLER'S INITIALS BUYER'S INITIALS __________ __________--------------------------- -------------------------

Liquidated Damages. IF THIS CONTRACT IS TERMINATED OR IF THE PARTIES HAVE DISCUSSED ESCROW DOES NOT CLOSE DUE SOLELY TO PURCHASER’S DEFAULT UNDER THIS CONTRACT, THEN, AS SELLER’S SOLE AND NEGOTIATED IN GOOD FAITH EXCLUSIVE REMEDY, BUT SUBJECT TO THE QUESTION PROVISIONS OF PARAGRAPH 14 REQUIRING NOTICE OF ALLEGED DEFAULT BY PURCHASER AND AN OPPORTUNITY BY PURCHASER TO CURE DEFAULT, THE ESCROW SHALL BE CANCELLED AS PROVIDED ABOVE, ESCROW AGENT SHALL DELIVER ANY PORTION OF THE DEPOSIT WHICH IT HOLDS TO SELLERAS LIQUIDATED DAMAGES FOR PURCHASER’S FAILURE TO COMPLETE THE PURCHASE, IT BEING ACKNOWLEDGED BY PURCHASER AND SELLER THAT THE DAMAGES WHICH SELLER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL SUSTAIN WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN FIX OR DETERMINE. PURCHASER AND SELLER AGREE THAT SELLER’S ECONOMIC DETRIMENT RESULTING FROM THE AMOUNT REMOVAL OF THE DEPOSIT (AS IT MAY BE INCREASED PROPERTY FROM TIME TO TIME) ARE THE REAL ESTATE MARKET AND OTHER ACTIVITIES IN FURTHERANCE OF THIS CONTRACT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN. ACCORDINGLY, PURCHASER AND SELLER AGREE THAT THE DEPOSIT IS A REASONABLE AS ESTIMATE OF SELLER’S DAMAGES. DUE TO THE SPECIAL NATURE OF NEGOTIATIONS WHICH PRECEDED ACCEPTANCE BY SELLER OF PURCHASER’S OFFER TO ACQUIRE THE PROPERTY, THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGES CAUSED SELLER BY THE FAILURE TO CLOSE THE ESCROW WOULD BE EXTREMELY DIFFICULT TO ESTABLISH. IN ADDITION, PURCHASER DESIRES TO HAVE A MEASURE OF SUCH DAMAGESLIMITATION ON ITS POTENTIAL LIABILITY TO SELLER IF THIS TRANSACTION FAILS TO CLOSE. THEREFORE, (III) IN ORDER TO INDUCE SELLER TO WAIVE ALL OTHER REMEDIES SELLER MAY HAVE IN THE EVENT OF SUCH BREACHBREACH BY PURCHASER OF ITS OBLIGATIONS HEREUNDER, PURCHASER AND SELLER SHALL BE ENTITLED HAVE AGREED TO RETAIN THE DEPOSIT CONCEPT OF LIQUIDATED DAMAGES AS SUCH LIQUIDATED DAMAGESSET FORTH IN THIS CONTRACT, AS SELLER’S SOLE AND (IV) EXCLUSIVE REMEDY IN CONSIDERATION THE EVENT OF PURCHASER’S DEFAULT HEREUNDER, WITH THE AMOUNT AND TIMING OF THE PAYMENT HAVING BEEN THE SUBJECT OF SUCH NEGOTIATION BETWEEN THE PARTIES. BY PLACING THEIR INITIALS BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)PROVISION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY/i/ ▇▇▇▇▇▇▇ ▇. SELLER'S INITIALS BUYER'S INITIALS __________ __________▇▇▇▇ /i/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Seller’s Initials Purchaser’s Initials

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED PURCHASE PROVIDED FOR IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM SELLER’S OBLIGATION TO SELL THE PROPERTY TO BUYER. FURTHER, BY INITIALING THIS PARGRAPH 22(b) BUYER AND NEGOTIATED SELLER AGREE AND UNDERSTAND THAT IN GOOD FAITH THE QUESTION EVENT OF THE DAMAGES THAT DEFAULT BY BUYER, (A) IT WOULD BE SUFFERED BY SELLER IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN AMOUNT EQUAL TO THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT BY REASON OF BUYER’S DEFAULT HEREUNDER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) SHALL CONSTITUTE LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PAYABLE TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYERSELLER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PAYMENT OF THE DEPOSIT OUT OF THE ESCROW, LIQUIDATED DAMAGES TO SELLER SHALL HAVE ALL CONSTITUTE THE EXCLUSIVE AND SOLE REMEDY OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY; (D) SELLER MAY RETAIN THAT PAYMENT ON ACCOUNT OF THE PURCHASE PRICE FOR THE PROPERTY AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. SELLER'S INITIALS THE PARTIES HAVE FREELY NEGOTIATED THE FOREGOING LIQUIDATED DAMAGES PROVISION IN GOOD FAITH. NOTHING SET FORTH IN THIS PARAGRAPH 22(b) SHALL SERVE TO LIMIT ANY INDEMNITY OBLIGATION OF BUYER UNDER THIS AGREEMENT OR ANY POST-CLOSING OBLIGATION OF BUYER. BUYER'S INITIALS __________ __________SELLER’S SIGNATURE: SIGNATURE:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION EVENT THAT THIS TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF DEFAULT OF BUYER IN THE CLOSING DOES NOT OCCUR BECAUSE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY COLONIAL REIT AGREE THAT (I) SUCH COLONIAL REIT’S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXDETERMINE. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THIS TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) COLONIAL REIT, AS COLONIAL REIT’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) THE “LIQUIDATED AMOUNT”). IN THE EVENT THAT THE TRANSACTION FAILS TO CLOSE SOLELY AS A RESULT OF SUCH BREACHBUYER’S DEFAULT, SELLER THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND COLONIAL REIT HEREUNDER SHALL TERMINATE, (B) BUYER SHALL INSTRUCT THE ESCROW AGENT TO IMMEDIATELY DELIVER THE LIQUIDATED AMOUNT TO COLONIAL REIT, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVC) ALL TITLE CHARGES, IF ANY, SHALL BE CHARGED TO BUYER. FOR PURPOSES OF THIS SECTION 11.1, A BREACH SHALL RESULT IN CONSIDERATION DEFAULT ONLY AFTER COLONIAL REIT PROVIDES WRITTEN NOTICE OF THE PAYMENT BREACH TO BUYER AND ONLY IF SUCH BREACH IS NOT CURED WITHIN TEN (10) BUSINESS DAYS THEREAFTER, OR, IF THE BREACH IS NOT OF THE NATURE THAT IT MAY REASONABLY BE CURED WITHIN SUCH LIQUIDATED DAMAGESPERIOD, SELLER SHALL SO LONG AS BUYER IS DILIGENTLY PROCEEDING TO CURE SUCH BREACH, NO DEFAULT WILL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OCCURRED. COLONIAL REIT AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 11.1, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. THE FAILURE PROVISIONS OF THIS SECTION 11.1 SHALL SURVIVE THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Colonial REIT’s Initials Buyer’s Initials

Liquidated Damages. SELLER AND BUYER HAVE CONSIDERED AND DISCUSSED THE PARTIES POSSIBLE CONSEQUENCES TO SELLER IN THE EVENT THAT THE ESCROW FAILS TO CLOSE. SELLER AND BUYER HAVE DISCUSSED DETERMINED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES AGREE THAT IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED FIX THE ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER OCCURRING IN THE EVENT OF BUYER’S DEFAULT UNDER THIS AGREEMENT IN FAILING TO PURCHASE THE PROPERTY PURSUANT HERETO WHEN BUYER OR ITS ASSIGNEE IS OBLIGATED TO DO SO. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF BUYER’S NONPERFORMANCE OF SUCH BREACHPURCHASE OBLIGATION UNDER THIS AGREEMENT, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT, PLUS ANY INTEREST EARNED ON THE DEPOSIT DELIVERED BY BUYER TO ESCROW HOLDER HEREUNDER, AND IN THE EVENT OF BUYER’S DEFAULT IN ITS (OR ITS ASSIGNEE’S) OBLIGATION TO PURCHASE THE PROPERTY PURSUANT HERETO, BUYER AND SELLER AGREE THAT AS SELLER’S SOLE AND EXCLUSIVE RIGHT OR REMEDY, SELLER SHALL BE ENTITLED AT ITS ELECTION TO TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN AS FULLY AGREED LIQUIDATED DAMAGES THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN ENTIRE DEPOSIT, PLUS (B) INTEREST EARNED THEREON. THE FOREGOING SHALL NOT, HOWEVER, LIQUIDATE OR OTHER DELIVERY OF DOCUMENTS LIMIT BUYER’S OBLIGATIONS OR SELLER’S RIGHTS AGAINST BUYER ARISING IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ’S OBLIGATIONS UNDER SECTION 5.2 OR SECTIONS 24 OR 25, OR ANY INDEMNITY PROVIDED BY BUYER PURSUANT TO THIS AGREEMENTAGREEMENT THAT SURVIVES THE TERMINATION OF THIS AGREEMENT BY ITS TERMS. Buyer’s Initials Seller’s Initials As material consideration to each party’s agreement to the liquidated damages provisions stated above, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGeach party hereby agrees to waive any and all rights whatsoever to contest the validity of the liquidated damage provisions for any reason whatsoever, IN THE EVENT BUYER OBJECTS TOincluding, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWbut not limited to, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________that such provision was unreasonable under circumstances existing at the time this Agreement was made, each party hereby expressly acknowledging the reasonableness of the liquidated damages provisions stated above.

Liquidated Damages. FROM AND AFTER THE EFFECTIVE DATE, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT (INCLUDING ALL ADDITIONAL DEPOSITS MADE BY BUYER PURSUANT TO SECTION 5.1.1 AND ALL INTEREST EARNED FROM THE INVESTMENT OF THE DEPOSIT) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY IN LAW OR IN EQUITY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE DUE TO THE DEFAULT OF BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 18.1 LIMIT THE EVENT 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, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 18.1 BELOW, BUYER OBJECTS TOAND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTIME THIS AGREEMENT WAS EXECUTED. ----------------------- -------------------- /s/ MOH /s/ WK ----------------------- -------------------- SELLER'S INITIALS BUYER'S INITIALS __________ __________----------------------- --------------------

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED DOES NOT OCCUR BECAUSE AS HEREIN PROVIDED SOLELY BY REASON OF A MATERIAL UNCURED DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER MATERIALLY BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUCH BREACH REMAINS UNCURED, AND AS A RESULT THEREOF BUYER FAILS TO REASONABLY ESTIMATE SUCH DAMAGESCOMPLETE THE PURCHASE OF THE PROPERTY, IS AND SHALL BE, AS SELLER'S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT. THEY AGREE THAT (I) SUCH DAMAGES ARE THE DEPOSIT SHALL BE THE FULL, AGREED AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN FOR THE AMOUNT UNCURED MATERIAL BREACH OF THE DEPOSIT THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER (AS IT MAY BE INCREASED FROM TIME EXCEPT FOR SELLER'S RIGHT TO TIME) ARE ENFORCE BUYER'S INDEMNIFICATION OBLIGATIONS UNDER PARAGRAPH 5.1 HEREOF). UPON SUCH A MATERIAL UNCURED BREACH AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESFAILURE TO CLOSE BY BUYER, (III) IN THE EVENT OF SUCH BREACH, SELLER THIS AGREEMENT SHALL BE ENTITLED TERMINATED AND (EXCEPT FOR BUYER'S OBLIGATIONS UNDER PARAGRAPH 5.1 HEREOF) NO PARTY HEREUNDER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO RETAIN THE DEPOSIT AS OTHER, EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES, DAMAGES FROM BUYER AND (IV) IN CONSIDERATION OF ESCROW HOLDER. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, SELLER SHALL BE DEEMED BUT IS INTENDED TO HAVE WAIVED ALL OTHER CLAIMS FOR CONSTITUTE LIQUIDATED DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ AWT --------------------- ------------------------------ Buyer's Initials Seller's Initials

Liquidated Damages. ONCE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH DISTRICT HAS ISSUED A NOTICE TO PROCEED, ESCO SHALL PROCEED WITH THE QUESTION CONSTRUCTION/INSTALLATION OF THE DAMAGES PROJECT PURSUANT TO THE PROJECT SCHEDULE WITH REASONABLE DILIGENCE. ESCO AGREES THAT WOULD THE PROJECT WILL BE SUFFERED SUBSTANTIALLY COMPLETED AT EACH FACILITY BY SELLER THE DATE SET FORTH IN THE PROJECT SCHEDULE AT ATTACHMENT C. IF THE CLOSING DOES WORK IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT COMPLETED IN ACCORDANCE WITH THE FOREGOING, IT IS UNDERSTOOD THAT THE DISTRICT WILL SUFFER DAMAGE. IT BEING IMPRACTICAL AND HAVE ENDEAVORED INFEASIBLE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN DETERMINE THE AMOUNT OF ACTUAL DAMAGE, IT IS AGREED THAT ESCO SHALL PAY TO THE DEPOSIT (DISTRICT AS IT MAY BE INCREASED FROM TIME TO TIME) ARE FIXED AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND NOT AS A PENALTY, THE SUM OF FIVE HUNDRED DOLLARS (IV$500) IN CONSIDERATION PER DAY FOR EACH CALENDAR DAY OF DELAY UNTIL WORK IS SUBSTANTIAOLLY COMPLETED AND ACCEPTED. ESCO AND ITS SURETY SHALL BE LIABLE FOR THE PAYMENT OF AMOUNT THEREOF. ANY MONEY DUE OR TO BECOMOE DUE ESCO MAY BE RETAINED BY THE DISTRICT TO COVER SAID LIQUIDATED DAMAGES. SHOULD SUCH MONEY NOT BE SUFFICIENT TO COVER SAID LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER DISTRICT SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE RGHT TO SELLER AT LAW RECOVER THE BALANCE FROM ESCO OR IN EQUITYITS SURETIES, WHO WILL PAY SAID BALANCE FORTHWITH. SELLER'S INITIALS BUYER'S INITIALS __________ __________This Section 8 and the liquidated damages referred to directly above are expressly understood and agreed to by the Parties hereto:

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES DETERMINED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED FAILS TO REASONABLY ESTIMATE PURCHASE THE PROPERTY AS CONTEMPLATED HEREIN, THE DAMAGE TO THE SELLER WILL BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, SUCH DAMAGESDAMAGE INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON THE BUYER’S DEFAULT, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. THEY IN ADDITION, THE BUYER WISHES TO LIMIT ITS LIABILITY IN EVENT OF ITS BREACH OF THIS AGREEMENT AND FAILURE TO PURCHASE THE PROPERTY AS CONTEMPLATED IN THIS AGREEMENT, AND THE SELLER HAS AGREED TO SUCH A LIMITATION. THE PARTIES THUS AGREE THAT (I) SUCH DAMAGES ARE SHOULD THIS AGREEMENT FAIL TO CLOSE DUE TO THE BUYER’S BREACH OF THIS AGREEMENT OR ITS WRONGFUL REFUSAL OR FAILURE TO PURCHASE THE PROPERTY CONTEMPLATED IN THIS AGREEMENT, THE SOLE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT EXCLUSIVE REMEDY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECOVER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF FROM THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED BUYER; ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT CAUSES OF ACTION ARE HEREBY EXPRESSLY WAIVED BY THE FAILURE OF SELLER. SAID AMOUNT WILL BE THE CLOSING TO OCCURFULL, EXCEPT FOR: (A) CLAIMS AGREED AND LIQUIDATED DAMAGES FOR THE RETURN BREACH OF THIS AGREEMENT BY THE BUYER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR OTHER DELIVERY PENALTY WITHIN THE MEANING OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTCONSTITUTE LIQUIDATED DAMAGES TO THE SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________1677.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF EVENT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES AS PROVIDED AND SELLER TERMINATES THIS AGREEMENT PURSUANT TO SECTION 9.1(b) ABOVE, BUYER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE IT WOULD BE IMPRACTICAL AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXESTIMATE THE DAMAGES WHICH THE SELLER MAY SUFFER. THEREFORE, (II) LIQUIDATED DAMAGES IN THE AMOUNT BUYER AND SELLER HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND TOTAL DAMAGES THAT SELLER WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SUFFER IN THE EVENT THE BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE ACQUIRED ASSETS IS AND SHALL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT, SUCH BREACH, SELLER AMOUNT SHALL BE ENTITLED THE FULL AGREED AND LIQUIDATED DAMAGES FOR THE FAILURE OF BUYER TO RETAIN CONSUMMATE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED TRANSACTION CONTEMPLATED HEREBY. ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS REMEDIES IN CONNECTION WITH BUYER’S DEFAULT ARE HEREBY EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON SUCH BUYER DEFAULT, THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED OF BUYER'S INDEMNITY ALL FURTHER OBLIGATIONS UNDER THIS AGREEMENTAND LIABILITIES HEREUNDER, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER INCIDENT TO CLAUSES (A) THROUGH (C)WAIVES CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ ____________Seller’s Initials ____________Buyer’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED Without limiting the generality of the foregoing, if, after satisfaction of all conditions precedent to Buyer's obligations under this Agreement, Buyer shall fail or refuse to consummate the transactions which are the subject of this Agreement within the time and in the manner specified in this Agreement, then Seller may terminate Buyer's rights by giving ten (10) days’ prior written notice thereof to Buyer, and upon the tenth (10th) day after receipt by Buyer of such notice, Seller shall be released from all obligations in law or in equity to convey the Shares or any assets of the Business to Buyer. BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES SELLER HEREBY AGREE THAT IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE PROSPECTIVELY IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXFIX THE ACTUAL DAMAGES SUFFERED BY SELLER BECAUSE OF SUCH DEFAULT; THAT THE PROSPECTIVE IMPRACTICABILITY OR EXTREME DIFFICULTY OF FIXING SELLER'S ACTUAL DAMAGES IS A RESULT OF, AMONG OTHER THINGS, MARKET FLUCTUATIONS AND THE LOSSES WHICH WOULD RESULT FROM REMOVING THE PROPERTY FROM THE MARKET FOR ANY LENGTH OF TIME; THAT THE SUM OF ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS (II$1,750,000.00) (REFERRED TO HEREIN AS “THE LIQUIDATED AMOUNT”) CONSTITUTES A REASONABLE ESTIMATE AND AGREED STIPULATION OF SUCH DAMAGES WHICH HAVE BEEN NEGOTIATED BY BUYER AND SELLER; THAT SELLER MAY RECEIVE THE LIQUIDATED AMOUNT IN THE EVENT OF A DEFAULT BY BUYER; THAT THE PAYMENT OF THE LIQUIDATED AMOUNT TO SELLER IS INTENDED TO CONSTITUTE PAYMENT FOR LIQUIDATED DAMAGES TO SELLER AND NOT A PENALTY; THAT SELLER IN THE AMOUNT OF THE DEPOSIT (AS IT RELIANCE THEREOF HAS AGREED TO WAIVE ALL OTHER RIGHTS AND REMEDIES SELLER MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) HAVE AGAINST BUYER IN THE EVENT OF SUCH BREACHDEFAULT BY BUYER, SELLER SHALL BE ENTITLED SUCH WAIVER CONDITIONED ON SELLER’S ACTUAL RECEIPT OF THE FULL LIQUIDATED AMOUNT AND RIGHT TO RETAIN THE DEPOSIT SAME AS SUCH PAYMENT FOR LIQUIDATED DAMAGES. NOTHING CONTAINED IN THIS SECTION 9.3 SHALL IN ANY MANNER LIMIT THE AMOUNT OF DAMAGES OBTAINABLE BY ANY SELLER INDEMNIFIED PERSON PURSUANT TO AN ACTION UNDER ANY HOLD HARMLESS, DEFENSE OR INDEMNIFICATION PROVISION SET FORTH IN (I) THE SITE ACCESS AGREEMENT, (II) THE CONFIDENTIALITY AGREEMENT, OR (III) SECTIONS 3.23, 4.5, 5.2 AND (IV) IN CONSIDERATION 5.11 OF THIS AGREEMENT TO THE PAYMENT EXTENT SUCH PROVISION PERTAINS TO EVENTS OCCURRING PRIOR TO THE DATE OF TERMINATION, OR REASONABLE ATTORNEYS’ FEES RECOVERABLE PURSUANT TO ANY ACTION UNDER ANY SUCH LIQUIDATED DAMAGES, AGREEMENT. INITIALS OF SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT INITIALS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 15; AND BY ITS INI IALS IMMEDIATELY BELOW, AND IT AGREES TO BE BOUND BY THOSE PROVISIONS. /s/ JC /s/ GS ---------------------------- ------------------------------ Buyer's Initials Seller's Initials (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CIn order to comply with California Civil Code Section 1677, the above provision must be in at least 10-point bold type. The above provision is in 11-point bold type.). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESWITHOUT LIMITATION, AND (IV) ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ESCROW TO CLOSE), THE CLOSING DAMAGES TO OCCURSELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER'S DEFAULT, OPPORTUNITY COSTS IN, AND CARRYING COST ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS ANY DAMAGES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF RESULTING FROM BUYER'S INDEMNITY DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER SECTIONS 3.7, 4.2, 6.13 AND 6.16 (WHICH DAMAGES, COSTS AND EXPENSES SHALL SURVIVE ANY CLOSING OR TERMINATION OF THIS AGREEMENTAGREEMENT AND ARE NOT LIMITED BY THIS SECTION 5.6), RECEIPT AND (D) ATTORNEYS' FEES RETENTION OF THE DEPOSIT SHALL BE THE SOLE AND COSTS INCURRED BY EXCLUSIVE REMEDY OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY BREACH OR DEFAULT BY BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYHEREUNDER. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Buyer: Initials of Seller:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT OF TERMINATION OF THIS AGREEMENT BY CITY PRIOR TO THE CLOSE OF ESCROW, PURSUANT TO SECTION 503.2(a), (b), (c) OR (e) OF THIS AGREEMENT DUE SOLELY TO DEVELOPER’S DEFAULT AFTER WRITTEN NOTICE TO DEVELOPER AND NEGOTIATED IN GOOD FAITH THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES CURE PERIOD UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXAGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE GOOD FAITH DEPOSIT OF ONE HUNDRED THOUSAND DOLLARS ($100,000) (“LIQUIDATED DAMAGES”), WHICH THE CITY HAS HERETOFORE EXPENDED IN CONNECTION WITH THE SITE, SHALL BE RETAINED BY THE CITY AS IT MAY BE INCREASED FROM TIME TO TIME) ARE LIQUIDATED DAMAGES AS THE SOLE AND WOULD BE REASONABLE AS A MEASURE EXCLUSIVE REMEDY OF SUCH DAMAGES, (III) THE CITY HEREUNDER. IN THE EVENT OF SUCH BREACHTERMINATION, SELLER SHALL THE CITY WOULD SUSTAIN DAMAGES BY REASON THEREOF WHICH WOULD BE ENTITLED UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCITY AND THE CITY, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES DELAY OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING CITY TO OCCURFURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, EXCEPT FOR: (A) CLAIMS FOR AND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE RETURN CITY. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD BE APPROXIMATELY THE LIQUIDATED DAMAGES AMOUNT, AND SUCH AMOUNT SHALL BE PAID OVER TO THE CITY OR OTHER DELIVERY RETAINED, AS THE CASE MAY BE, UPON TERMINATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT AGREEMENT UNDER SECTION 503.2 OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND (D) ATTORNEYS' FEES ALL SUCH DEFAULTS AND COSTS INCURRED NOT AS A PENALTY. THE DEVELOPER AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THEIR INITIALS BELOW: Developer City Except as set forth in the next paragraph, provision of this Section 201.2 shall be City’s sole and exclusive remedy in the event of termination prior to Close of Escrow and, in such event, City hereby waives the right to specifically enforce this Agreement; provided, however, this liquidated damages provisions shall not limit the City’s right to enforce all indemnification provisions contained in this Agreement. NOTWITHSTANDING THE FOREGOINGNotwithstanding the foregoing provisions of this Section 201.2, IN THE EVENT BUYER OBJECTS TOin the event Developer contests the validity or the enforceability of the provisions of this Section 201.2, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________the City shall be entitled to pursue all available remedies including money damages.

Liquidated Damages. IF, AFTER CITY’S APPROVAL OF THE PROJECT ENTITLEMENTS AND DEVELOPER’S REVIEW AND APPROVAL OF CONDITION OF TITLE TO THE PROPERTY AS SET FORTH IN THIS AGREEMENT, THE PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT IS NOT CONSUMMATED FOR ANY REASON OTHER THAN A MATERIAL DEFAULT BY CITY HEREUNDER OR FAILURE OF ONE OR MORE OF THE DEVELOPER CONDITIONS PRECEDENT NOTWITHSTANDING DEVELOPER’S GOOD FAITH DILIGENT EFFORTS TO CAUSE THE SATISFACTION OF SUCH DEVELOPER CONDITIONS PRECEDENT, THEN CITY SHALL RETAIN THE DEPOSITS AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AGREED THAT CITY’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE PURCHASE AND NEGOTIATED IN GOOD FAITH SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN AS SET FORTH ABOVE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE QUESTION PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF AGREEMENT, THE AMOUNT OF THE DEPOSITS IS A REASONABLE ESTIMATE OF THE DAMAGES THAT CITY WOULD BE SUFFERED INCUR IN SUCH EVENT, INCLUDING LOST OPPORTUNITIES TO PURSUE OTHER DEVELOPMENT OPPORTUNITIES FOR THE PROPERTY AND DELAYED RECEIPT OF PROPERTY TAX REVENUE FROM THE PROPERTY, AND IS NOT A PENALTY. BY SELLER IF PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWAS MADE, (II) THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES IN PROVISION. THE AMOUNT OF FOREGOING IS NOT INTENDED TO LIMIT (A) THE DEPOSIT PARTIES’ INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR (AS IT MAY BE INCREASED FROM TIME B) DEVELOPER’S OBLIGATION TO TIME) ARE RECONVEY, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESTHE CITY’S OBLIGATION TO ACCEPT, (III) THE EARLY TRANSFER PARCEL IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION TERMINATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, AS PROVIDED IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SECTION 2.15 BELOW.‌ INITIALS: CITY DEVELOPER

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT NOT WAIVED BY SELLER IF THE AND CLOSING DOES NOT OCCUR BECAUSE ON OR BEFORE THE FINAL CLOSING DATE AS A RESULT OF SUCH DEFAULT, THEN IN SUCH EVENT, THE ESCROW HOLDER SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER AGREE THAT IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED DEFAULT BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER, AS SELLER'S SOLE AND (DEXCLUSIVE REMEDY, "LIQUIDATED DAMAGES" EQUAL TO THE AMOUNT REPRESENTED BY THE DEPOSIT PLUS ANY AND ALL ACCRUED INTEREST THEREON. THEREFORE, IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT NOT WAIVED IN WRITING BY SELLER AND CLOSING DOES NOT OCCUR ON OR BEFORE THE FINAL CLOSING DATE AS A RESULT OF SUCH DEFAULT, SELLER SHALL INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY OVER TO SELLER THE DEPOSIT, IF HELD BY ESCROW HOLDER, AND SELLER SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES HEREUNDER, AND, PROMPTLY FOLLOWING ESCROW HOLDER'S RECEIPT OF SUCH INSTRUCTION, ESCROW HOLDER SHALL CANCEL THE ESCROW. NOTHING CONTAINED IN THIS SECTION SHALL SERVE TO WAIVE OR OTHERWISE LIMIT SELLER'S REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AGAINST BUYER ARISING OUT OF SECTIONS 7(a)(i)(B), 7(a)(i)(D) AND 24 HEREOF OR WAIVE OR OTHERWISE LIMIT SELLER'S RIGHTS TO OBTAIN FROM BUYER ALL COSTS AND EXPENSES OF ENFORCING THIS LIQUIDATED DAMAGES PROVISION, INCLUDING ATTORNEYS' FEES AND EXPERT COSTS INCURRED AND FEES, PURSUANT TO SECTION 22, AND SPECIFIC PERFORMANCE OF SECTIONS 23(a) AND 23(b) OF THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 16 AND BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________---------------- ---------------- Seller's Initials Buyer's Initials

Liquidated Damages. IF LANDLORD FAILS TO COMPLETE LANDLORD’S WORK BY THE PARTIES HAVE DISCUSSED SCHEDULED TURNOVER DATE (SUBJECT TO EXTENSION FOR CONSTRUCTION FORCE MAJEURE), LANDLORD SHALL PAY TO TENANT, AS LIQUIDATED DAMAGES, THE LIQUIDATED AMOUNT (HEREINAFTER DEFINED). IT IS HEREBY AGREED THAT THE LIQUIDATED AMOUNT CONSTITUTES LIQUIDATED DAMAGES TO WHICH TENANT IS ENTITLED HEREUNDER AND NEGOTIATED IN GOOD FAITH IS A REASONABLE FORECAST OF JUST COMPENSATION FOR THE QUESTION OF THE DAMAGES HARM THAT WOULD BE SUFFERED CAUSED BY SELLER IF LANDLORD'S FAILURE TO COMPLETE LANDLORD’S WORK BY THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SCHEDULED TURNOVER DATE. IT IS AGREED THAT THE HARM THAT WOULD BE CAUSED BY SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFAILURE, (II) LIQUIDATED DAMAGES IN THE AMOUNT WHICH INCLUDES, WITHOUT LIMITATION, LOAN CARRYING COSTS, LOSS OF EXPECTED USE OF THE DEPOSIT PROJECT AREAS, PROVISION OF ALTERNATE STORAGE FACILITIES AND RESCHEDULING OF MOVING AND OCCUPANCY DATES, IS ONE THAT IS INCAPABLE OR VERY DIFFICULT OF ACTUAL ESTIMATION. The “Liquidated Amount” is an amount equal to the sum of (AS IT MAY BE INCREASED FROM TIME TO TIMEx) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES$2,000 multiplied by the number of days between the Scheduled Turnover Date and the actual Turnover Date, plus (IIIy) IN THE EVENT OF SUCH BREACH$2,000 multiplied by the number of days (if any) between the date ninety (90) days after the Scheduled Turnover Date and the actual Turnover Date. Notwithstanding anything to the contrary contained in this Lease, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESin no event shall Tenant be entitled to the Liquidated Amount attributable to delays caused by Tenant Delay, AND or Construction Force Majeure. Tenant shall be entitled to deduct such credit, if any, against the first and (IVto the extent necessary) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESsubsequent installments of Annual Basic Rental due pursuant to the terms of this Lease but in no event shall Tenant be entitled to deduct more than 25% of any installment of Rental due hereunder; provided, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURhowever, EXCEPT FOR: if Tenant exercises its right to terminate the Lease as provided below, then Landlord shall pay Tenant the Liquidated Amount in full within thirty (A30) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; days following such termination. If the actual Turnover Date has not occurred by the date one hundred twenty (B120) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; days after the Scheduled Turnover Date (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTas extended by Construction Force Majeure or Tenant Delay), AND then Tenant, in addition to its right to the Liquidated Amount, shall be entitled to terminate this Lease and upon any such termination, neither party shall have any further liability or obligation to the other party (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (Cother than Landlord’s obligation to pay the Liquidated Amount as provided above). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. 7.7.1 SHOULD THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH CM FAIL TO SUBSTANTIALLY COMPLETE THE QUESTION PROJECT OR PHASE ON OR BEFORE THE DATE STIPULATED FOR SUBSTANTIAL COMPLETION OF THE PROJECT (OR SUCH LATER DATE AS MAY RESULT FROM EXTENSION OF TIME GRANTED BY OWNER), THE CM SHALL PAY OR THE OWNER MAY RETAIN FROM THE FUNDS OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS SUBSTANTIAL COMPLETION LIQUIDATED DAMAGES THAT WOULD BE SUFFERED BY SELLER IF FOR EACH CONSECUTIVE CALENDAR DAY BEYOND THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE ESTABLISHED IN THIS AGREEMENT AND HAVE ENDEAVORED THAT PROJECT FAILS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXACHIEVE SUBSTANTIAL COMPLETION AS DEFINED IN THIS AGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE WHICH SUM IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF SUCH DAMAGES, (III) IN DAMAGES WHICH THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE OWNER WILL SUSTAIN PER DAY BY FAILURE OF THE CLOSING CM TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR COMPLETE WORK WITHIN TIME AS STIPULATED; IT BEING RECOGNIZED BY THE RETURN OR OTHER DELIVERY OWNER AND THE CM THAT THE INJURY TO THE OWNER WHICH COULD RESULT FROM A FAILURE OF DOCUMENTS THE CM TO COMPLETE ON SCHEDULE IS UNCERTAIN AND CANNOT BE COMPUTED EXACTLY. THIS AMOUNT IS THE MINIMUM MEASURE OF DAMAGES THE OWNER WILL DATE OF EXECUTION OF THE AGREEMENT. THE FOLLOWING LIST SHALL TAKE PRECEDENCE OVER ANY INCONSISTENCIES IN CONNECTION WITH THE AMOUNTS OTHERWISE INCORPORATED INTO THIS AGREEMENT; . THE AMOUNTS IN THIS AGREEMENT SHALL ONLY BE REVISED BY WRITTEN AGREEMENT BETWEEN THE PARTIES. THE MONETARY AMOUNTS FOLLOW: GMP $(BTBD) ACTIONS COST OF WORK $(TBD) SUSTAIN DUE TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT DELAY IN THE COMPLETION OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTTHE WORK, WHICH SHALL INCLUDE BUT NOT BE LIMITED TO THE LOSS OF USE OF THE FACILITIES, THE RELOCATION OF STUDENTS AND SERVICES, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND (D) ATTORNEYS' FEES STORAGE OF FURNITURE AND COSTS INCURRED BY SELLER INCIDENT OTHER MATERIALS. THE INABILITY OF THE OWNER TO CLAUSES (A) THROUGH (C)CM CONSTRUCTION CONTINGENCY 1 % OWNER CONTINGENCY 3 % QUANTIFY ACTUAL DAMAGES SHALL NOT PREVENT THE RECOVERY OF LIQUIDATED DAMAGES. NOTWITHSTANDING 7.7.2 FOR EACH CONSECUTIVE CALENDAR DAY THAT THE FOREGOINGWORK REMAINS INCOMPLETE AFTER THE DATE ESTABLISHED FOR FINAL COMPLETION OF THE PROJECT, THE CM SHALL PAY OR OWNER WILL RETAIN FROM THE COMPENSATION OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS FINAL COMPLETION LIQUIDATED DAMAGES. THIS AMOUNT IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF DAMAGES THE OWNER WILL SUSTAIN DUE TO THE DELAY IN THE EVENT BUYER OBJECTS TOCOMPLETION OF ALL REMEDIAL WORK, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE DELAY IN THE CORRECTION OF THE DEPOSIT OUT DEFICIENT WORK, THE DISRUPTION TO THE SCHOOL AND THE LEARNING ENVIRONMENT, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND THE ESCROW, SELLER SHALL HAVE ALL OF INABILITY TO USE THE REMEDIES OTHERWISE AVAILABLE FACILITIES FULLY. THIS AMOUNT IS IN ADDITION TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE LIQUIDATED DAMAGES PRESCRIBED ABOVE FOR SUBSTANTIAL COMPLETION.

Liquidated Damages. (i) IF THE PARTIES HAVE DISCUSSED CONTRIBUTION AND NEGOTIATED IN GOOD FAITH THE QUESTION LEASING OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES PROPERTIES IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED CONSUMMATED DUE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ANY CONDITION TO SPIE▇▇▇'▇ ▇▇▇IGATION TO ACQUIRE OR LEASE ANY PROPERTY THROUGH NO FAULT OF SPIE▇▇▇, ▇▇ DUE TO THE CLOSING TO OCCURCONTRIBUTORS' MATERIAL DEFAULT HEREUNDER, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THEN THE DEPOSIT OUT OF THE ESCROWSHALL BE RETURNED TO SPIE▇▇▇, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER ▇▇D SPIE▇▇▇'▇ ▇▇▇E REMEDY, AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________, SHALL BE THE RETURN OF SUCH DEPOSIT, PROVIDED, THAT IF THE CONTRIBUTION AND LEASING OF THE PROPERTIES IS NOT CONSUMMATED BECAUSE OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF THE CONTRIBUTORS, SPIE▇▇▇ ▇▇▇ EITHER: (A) TERMINATE THIS AGREEMENT BY WRITTEN NOTICE OF TERMINATION TO THE CONTRIBUTORS WHEREUPON ANY DEPOSIT SHALL BE IMMEDIATELY RETURNED TO SPIE▇▇▇, ▇▇D CONTRIBUTORS SHALL ALSO IMMEDIATELY REIMBURSE SPIE▇▇▇, ▇▇ON SPIE▇▇▇'▇ ▇▇▇TTEN REQUEST TO CONTRIBUTORS, FOR ALL ACTUAL, OUT-OF-POCKET COSTS, FEES AND EXPENSES INCURRED BY SPIE▇▇▇ ▇▇▇ ITS AFFILIATES IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE PERFORMANCE OF SPIE▇▇▇'▇ ▇▇▇ DILIGENCE AND OTHER INVESTIGATIONS, INCLUDING ALL REASONABLE LEGAL AND ACCOUNTING FEES, ENVIRONMENTAL AND OTHER CONSULTANTS' FEES AND ALL TRAVEL EXPENSES; PROVIDED THAT SUCH COSTS, FEES AND EXPENSES (I) SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000), (II) SHALL BE PAYABLE BY THE CONTRIBUTORS ONLY IF THE FOLLOWING CONDITIONS HAVE BEEN SATISFIED: (1) THE FAILURE TO CONSUMMATE THE TRANSACTIONS WAS THE RESULT OF A MATERIAL BREACH OF THIS AGREEMENT BY THE CONTRIBUTORS, AND (2) SPIE▇▇▇ ▇▇▇VIDED THE CONTRIBUTORS WITH WRITTEN NOTICE, AND A REASONABLE OPPORTUNITY (BUT NO GREATER THAN A 30 DAY PERIOD) TO CURE SUCH MATERIAL BREACH (IN WHICH EVENT, THE APPLICABLE CLOSING DATE SHALL BE EXTENDED ACCORDINGLY IN ORDER TO PERMIT CONTRIBUTORS THE OPPORTUNITY TO EFFECT SUCH CURE OR, IN THE CASE OF A BREACHED REPRESENTATION OR WARRANTY, TO CAUSE SUCH REPRESENTATION OR WARRANTY TO BE TRUE AND

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED EVENT ESCROW DOES NOT CLOSE FOR ANY REASON WHATSOEVER (OTHER THAN IN GOOD FAITH THE QUESTION CONNECTION WITH A BREACH OR DEFAULT BY SELLER AND/OR ANY OTHER CIRCUMSTANCE UNDER OR RELATING TO THIS AGREEMENT IN WHICH THIS AGREEMENT PROVIDES THAT BUYER IS ENTITLED TO A REFUND OF SOME OR ALL OF THE DAMAGES THAT WOULD DEPOSIT), THEN THE DEPOSIT DESCRIBED IN THIS AGREEMENT, INCLUDING ANY INTEREST EARNED THEREON, SHALL BE SUFFERED RETAINED BY SELLER IF AS LIQUIDATED AND AGREED-UPON DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE MUTUALLY DISCUSSED THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT IMPRACTICABILITY AND HAVE ENDEAVORED EXTREME DIFFICULTY OF FIXING THE ACTUAL DAMAGES TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF DEFAULT BY BUYER AND THAT AS A RESULT OF SUCH BREACHDISCUSSION, THE PARTIES AGREE THAT SAID SUM REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH SELLER WOULD INCUR IN THE CASE OF DEFAULT BY BUYER. BUYER FURTHER STIPULATES AND AGREES THAT THIS PROVISION IS NOT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS EXECUTED, AND IN SO STIPULATING, BUYER ACKNOWLEDGES THAT IT IS HEREBY WAIVING ANY RIGHT TO CONTEST OR INVALIDATE THIS PROVISION PURSUANT TO ANY PROVISION OF LAW. BY SIGNING ON THE SPACES WHICH FOLLOW, SELLER SHALL BE ENTITLED AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO RETAIN ABIDE BY THE DEPOSIT AS SUCH TERMS AND PROVISIONS OF THIS SECTION 14 CONCERNING LIQUIDATED DAMAGES, AND (IV) . IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, PLACING THEIR INITIALS IN THE EVENT SPACES PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS PROVISION. SELLER INITIALS: BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________INITIALS:

Liquidated Damages. PRIOR TO ENTERING INTO THIS TRANSACTION, BUYER AND SELLER HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT BUYER SHALL FAIL TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY. WITH THE FLUCTUATION IN LAND VALUES, THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES HAVE DISCUSSED BELIEVE THAT IT WOULD BE EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE QUESTION AMOUNT OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES EVENT OF BUYER'S NONPERFORMANCE OF ITS OBLIGATION UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY AND HAVE ENDEAVORED CLOSE THE ESCROW. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF BUYER'S NONPERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY, HEREBY AGREE THAT (I) SUCH THE REASONABLE ESTIMATE OF SAID DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN IS THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME DEPOSITS ACTUALLY DELIVERED TO TIME) ARE ESCROW HOLDER, AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF BUYER'S FAILURE TO PERFORM ITS OBLIGATION UNDER THIS AGREEMENT TO PURCHASE THE PROPERTY AND CLOSE THE ESCROW, SO LONG AS SUCH BREACHFAILURE IS NOT CAUSED BY SELLER, SELLER SHALL SHALL, AS ITS SOLE REMEDY, BE ENTITLED TO RETAIN THE DEPOSIT AMOUNT OF THE DEPOSITS ACTUALLY DELIVERED TO ESCROW HOLDER AS LIQUIDATED DAMAGES. SAID AMOUNT HAS BEEN DETERMINED WITH REFERENCE BY THE PARTIES TO THE ABOVE CONSIDERATIONS IN ESTABLISHING A REASONABLE SUM AS LIQUIDATED DAMAGES. THE RIGHT TO RECEIVE SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR SELLER'S SOLE REMEDY IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT EVENT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, FAILURE TO PURCHASE THE PROPERTY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE CLOSE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT, THEN IN ANY SUCH EVENT, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE PARTIES HAVE DISCUSSED ESCROW AND NEGOTIATED IN GOOD FAITH SELLER SHALL THEREUPON BE RELEASED FROM SELLER’S OBLIGATIONS HEREUNDER. BUYER AND SELLER AGREE THAT BASED UPON THE QUESTION OF THE DAMAGES THAT CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGE BY REASON OF BUYER’S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, BUYER AND SELLER AGREE THAT IN THE EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW, “LIQUIDATED DAMAGES” EQUAL TO (I) THE AMOUNT REPRESENTED BY THE DEPOSIT (AS DEFINED IN THIS AGREEMENT) PLUS ANY AND ALL ACCRUED INTEREST THEREON, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME ANY AND ALL REASONABLE ATTORNEYS’ FEES AND OTHER COSTS INCURRED BY SELLER PURSUANT TO TIME) ARE PARAGRAPH 20 HEREOF AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHANY AND ALL AMOUNTS FOR WHICH BUYER HAS INDEMNIFIED SELLER HEREIN. THEREFORE, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE IF BUYER COMMITS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS DEFAULT UNDER THIS AGREEMENT, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY PAY OVER TO SELLER THE DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, AND (D) ATTORNEYS' FEES SELLER SHALL BE RELIEVED FROM ALL OBLIGATIONS AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGLIABILITIES HEREUNDER, IN THE EVENT BUYER OBJECTS TOAND, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL PROMPTLY FOLLOWING ESCROW HOLDER’S RECEIPT OF THE DEPOSIT OUT OF SUCH INSTRUCTION, ESCROW HOLDER SHALL CANCEL THE ESCROW, . SELLER SHALL AND BUYER ACKNOWLEDGE THAT THEY HAVE ALL READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH 15 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED SELLER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF BUYER AGREE THAT THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING EVENT THE CLOSE OF ESCROW DOES NOT OCCUR BECAUSE DUE TO A DEFAULT BY BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL HEREUNDER IN PURCHASING THE PROPERTY WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICABLE TO FIXASCERTAIN, (II) LIQUIDATED DAMAGES IN AND THAT THE DEPOSIT REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND DAMAGES THAT SELLER WOULD BE REASONABLE AS A MEASURE SUFFER BY REASON OF SUCH DAMAGESBUYER’S DEFAULT. ACCORDINGLY, (III) IN THE EVENT THE CLOSE OF SUCH BREACHESCROW DOES NOT OCCUR DUE TO A DEFAULT BY BUYER HEREUNDER, SELLER SHALL SHALL, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER. IF AND WHEN SELLER BECOMES ENTITLED TO RECEIVE SUCH LIQUIDATED DAMAGESDAMAGES IN ACCORDANCE WITH THE PROVISIONS HEREOF, AND (IV) ESCROW HOLDER IS HEREBY INSTRUCTED TO DELIVER TO SELLER THE DEPOSIT. BY INITIALING THIS PROVISION IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESSPACE BELOW, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ARTICLE 14. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES “SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS ” “BUYER'S INITIALS __________ __________” /S/ ▇▇▇ /▇/ ▇▇

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF OPTIONORS IF, AFTER THE OPTION EXERCISE DATE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONEE DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF ANY PORTION OF THE DEPOSIT (AS IT MAY OPTION PRICE ALREADY DEPOSITED WITH ESCROW HOLDER BY OPTIONEE WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE OPTIONORS ARE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT SUCH SUM FROM OPTIONEE AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER OPTIONORS SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORINCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONORS WAIVE THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), BUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR THE MEMORANDUM OF OPTION OR OTHER CLOUDS ON TITLE CAUSED BY BUYEROPTIONEE; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S OPTIONEE’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER OPTIONORS INCIDENT TO CLAUSES (A) THROUGH AND (CB). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionors: Initials of Optionee: /s/ SH /s/ SH

Liquidated Damages. IF, FOLLOWING A VALID AND PROPER EXERCISE OF ANY OPTION, GUARANTOR FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES THAT APPLICABLE FACILITY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY GUARANTOR’S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO GUARANTOR AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND GUARANTOR SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR’S LEGAL FEES AND COSTS. IN ADDITION, LESSOR AND GUARANTOR AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH LESSOR’S DAMAGES BY SELLER IF REASON OF GUARANTOR’S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, LESSOR AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY GUARANTOR AGREE THAT (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT REASONABLE TO FIX, (II) AWARD LESSOR LIQUIDATED DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE PLUS ANY ACCRUED INTEREST ON THE OPENING DEPOSIT. BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, LESSOR AND WOULD BE GUARANTOR ACKNOWLEDGE AND AGREE THAT THE OPENING DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH PAYMENT OF LESSOR’S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES FOR A MEASURE DEFAULT OF GUARANTOR UNDER THE PURCHASE CONTRACT FORMED BY GUARANTOR’S EXERCISE OF SUCH DAMAGES, (III) OPTION THAT RESULTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF THE CLOSING ESCROW TO OCCURCLOSE AND SHALL BE IN LIEU OF ANY OTHER RELIEF, EXCEPT FOR: (A) CLAIMS FOR THE RETURN RIGHT OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREMEDY, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, TO WHICH LESSOR MIGHT OTHERWISE BE ENTITLED BY REASON OF GUARANTOR’S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR’S RIGHTS AND REMEDIES FOR GUARANTOR’S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE’S DEFAULT UNDER THE LEASE, AS HEREBY AMENDED. SELLER'S INITIALS BUYER'S INITIALS ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS THEREOF TO ESCROW HOLDER BY LESSOR, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF GUARANTOR WRONGFULLY ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR WRONGFULLY COMMENCES ANY ACTION AGAINST LESSOR OR THE LEASED PROPERTY ARISING OUT OF THIS ARTICLE, THEN LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM GUARANTOR. Lessor’s Initials: __________ Guarantor’s Initials:__________

Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IF THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY IS NOT CONSUMMATED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE REASON OF ANY DEFAULT BY BUYER BREACHES UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXAGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, THEN SELLER SHALL BE ENTITLED TO RETAIN BUYER'S INITIAL DEPOSIT IN THE AMOUNT OF $625,000 AND BUYER'S ADDITIONAL DEPOSIT IN THE AMOUNT OF $1,250,000 AS SELLER'S LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT SELLER'S DAMAGES WHICH WOULD RESULT FROM BUYER'S FAILURE TO ACQUIRE THE PROPERTY FOR ANY REASON ARE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES IN THE 32 AMOUNT OF THE DEPOSIT AS REPRESENTS A REASONABLE ESTIMATE OF SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF . THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT BREACH OF BUYER'S INDEMNITY OBLIGATIONS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS AGREEMENTAGREEMENT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT BUT IS INTENDED TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE CONSTITUTE LIQUIDATED DAMAGES TO SELLER AT LAW OR PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN EQUITYTHIS SECTION. SELLER'S INITIALS BUYER'S INITIALS __________ __________[SIG] ------------------------ ------------------------

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF EVENT THAT BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT WOULD BE SUFFERED SELLER WILL INCUR BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES REASON THEREOF ARE AND WILL BE IMPRACTICABLE OR IMPRACTICAL AND EXTREMELY DIFFICULT TO FIXESTABLISH. BUYER AND SELLER, (II) LIQUIDATED IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER’S DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER, SELLER HAVE AGREED THAT SUCH DAMAGES SHALL BE ENTITLED IN AN AMOUNT EQUAL TO RETAIN THE AMOUNT OF THE INITIAL DEPOSIT OR THE INCREASED DEPOSIT, IF MADE BY BUYER PURSUANT TO SECTION 3 ABOVE, AND THAT SUCH INITIAL DEPOSIT OR INCREASED DEPOSIT SHALL BE DELIVERED TO SELLER UPON SUCH DEFAULT BY BUYER, WITHOUT THE NECESSITY OF AN INSTRUCTION BY BUYER, AND RETAINED BY SELLER AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER WHICH DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF AND FOR SUCH DEFAULT BY BUYER. WITHOUT LIMITING THE DEPOSIT OUT FOREGOING PROVISIONS OF THE ESCROWTHIS PARAGRAPH, SELLER SHALL WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE ALL HAD UNDER TEXAS LAW TO SEEK SPECIFIC PERFORMANCE OR ANY OTHER REMEDIES OR DAMAGES OTHER THAN LIQUIDATED DAMAGES. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH AND BY THEIR INITIALS AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer: MTC Seller: DM

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD IF ESCROW FAILS TO CLOSE DUE TO BUYER'S ------------------ DEFAULT UNDER THIS AGREEMENT, SELLER WILL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE DAMAGED AND WILL BE IMPRACTICABLE OR ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, ASCERTAIN FOR THE FOLLOWING REASONS: (II1) LIQUIDATED THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE AMOUNT DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM PROPERTY AT THE TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS SET FOR THE RETURN OR OTHER DELIVERY CLOSE OF DOCUMENTS ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN CONNECTION WITH THIS AGREEMENT; (B2) ACTIONS PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (3) IT IS IMPOSSIBLE TO EXPUNGE A LIS PENDENS PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT DECREASE AS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THE DATE SET FOR THE CLOSE OF ESCROW. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, . BUYER AND (D) ATTORNEYS' FEES SELLER WISH TO AVOID THE COSTS AND COSTS INCURRED BY LENGTHY DELAYS WHICH WOULD RESULT IF SELLER INCIDENT FILED A LAWSUIT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL COLLECT ITS DAMAGES FOR A BREACH OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS AGREEMENT.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT BUYER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT OR IF CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, SELLER WILL BE DAMAGED AND NEGOTIATED WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN GOOD FAITH A COURT OF LAW WILL BE BASED IN PART ON THE QUESTION DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSING AND THE PURCHASE PRICE AS SET FORTH IN THIS AGREEMENT; PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND IT IS EXTREMELY DIFFICULT TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS ENTERED INTO WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BOTH BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD BE SUFFERED BY RESULT IF SELLER IF FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. NOTWITHSTANDING THE CLOSING DOES FOREGOING, THIS LIQUIDATED DAMAGES PROVISION SHALL NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED LIMIT SELLER’S RIGHT TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES ARE AND WILL BE IMPRACTICABLE IN CONNECTION WITH BUYER’S INDEMNITY OF SELLER AND/OR EXTREMELY DIFFICULT TO FIXBREACH OF BUYER’S OBLIGATIONS UNDER SECTIONS 10.2, 11.1(h), 11.1(i), 15 OR 17.16, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE RECOVER ATTORNEYS’ FEES AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESCOURT COSTS UNDER SECTION 17.14, (III) INJUNCTIVE RELIEF FOR BUYER’S BREACH OF BUYER’S OBLIGATIONS UNDER SECTIONS 10.2, 11.1(h), 11.1(i), 15 OR 17.16 AND/OR (IV) PURSUE ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT THAT FOLLOWING ANY TERMINATION OF SUCH BREACHTHIS AGREEMENT, BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER ASSERTS ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER SHALL BE ENTITLED FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, SELLER SHALL BE DEEMED BUT IS INTENDED TO HAVE WAIVED ALL OTHER CLAIMS FOR CONSTITUTE LIQUIDATED DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)SELLER. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYjw dj 13. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Remedies.

Liquidated Damages. IN THE EVENT THAT ANY OF THE CLOSINGS FAIL TO OCCUR FOR ANY REASON OTHER THAN AGENCY’S DEFAULT COUPLED WITH DEVELOPER’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 304.9, THE FULL AMOUNT OF THE DEVELOPER DEPOSIT, TOGETHER WITH ANY INTEREST WHICH MAY HAVE ACCRUED THEREON, SHALL BE RETAINED BY AGENCY AS LIQUIDATED DAMAGES AS AGENCY’S SOLE AND EXCLUSIVE REMEDY. IN SUCH EVENT, THE PARTIES HAVE DISCUSSED ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT AGENCY WOULD SUSTAIN DAMAGES, THE QUESTION CALCULATION OF THE DAMAGES THAT WHICH WOULD BE SUFFERED BY SELLER IF UNCERTAIN. THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) CALCULATION OF SUCH DAMAGES ARE WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF AGENCY’S RECEIPT OF TAX REVENUES, THE DELAY OR FRUSTRATION OF AGENCY’S ABILITY TO IMPLEMENT THE REDEVELOPMENT PLAN AND WILL BE AGENCY’S LOST OPPORTUNITY TO ENGAGE IN OTHER TRANSACTIONS. ALTHOUGH IT IS IMPRACTICABLE OR AND EXTREMELY DIFFICULT TO FIXESTIMATE OR FIX THE AMOUNT OF SUCH DAMAGES TO AGENCY, (II) LIQUIDATED THE PARTIES ARE OF THE OPINION THAT, BASED UPON ALL OF THE INFORMATION AVAILABLE TO THEM AS OF THE DATE OF THIS AGREEMENT, SUCH DAMAGES IN WOULD APPROXIMATELY EQUAL THE AMOUNT OF THE DEVELOPER DEPOSIT (WITH ANY INTEREST ACCRUED THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY AGENCY UPON THE TERMINATION OF THIS AGREEMENT UNDER SECTION 704 OF THIS AGREEMENT AS IT MAY BE INCREASED FROM TIME TO TIME) ARE THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND WOULD BE REASONABLE ALL SUCH DEFAULTS AND NOT AS A MEASURE OF SUCH DAMAGESPENALTY, (III) IN AS AGENCY’S SOLE AND EXCLUSIVE REMEDY. THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH PARTIES EACH SPECIFICALLY ACKNOWLEDGE AND ACCEPT THIS LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED PROVISION BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S SETTING FORTH THEIR RESPECTIVE INITIALS BUYER'S INITIALS __________ __________BELOW:

Liquidated Damages. THE PARTIES HAVE DISCUSSED IF, FOLLOWING A VALID AND NEGOTIATED IN GOOD FAITH THE QUESTION PROPER EXERCISE OF THE DAMAGES THAT FOREGOING OPTION, LESSEE FAILS TO COMPLETE THE PURCHASE OF THE LEASED PROPERTY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO LESSEE AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR'S REASONABLE ATTORNEYS' FEES AND COSTS. IN ADDITION, LESSOR AND LESSEE AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH LESSOR'S DAMAGES BY SELLER IF REASON OF LESSEE'S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, LESSOR AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY LESSEE AGREE THAT (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT REASONABLE TO FIX, (II) AWARD LESSOR LIQUIDATED DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE PLUS ANY ACCRUED INTEREST ON THE OPENING DEPOSIT. BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, LESSOR AND WOULD BE LESSEE ACKNOWLEDGE AND AGREE THAT THE OPENING DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH PAYMENT OF LESSOR'S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES FOR A MEASURE DEFAULT OF LESSEE UNDER THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH DAMAGES, (III) OPTION THAT RESULTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF THE CLOSING ESCROW TO OCCURCLOSE AND SHALL BE IN LIEU OF ANY OTHER RELIEF, EXCEPT FOR: (A) CLAIMS FOR THE RETURN RIGHT OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREMEDY, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, TO WHICH LESSOR MIGHT OTHERWISE BE ENTITLED BY REASON OF A LESSEE'S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR'S RIGHTS AND REMEDIES FOR LESSEE'S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE'S DEFAULT UNDER THIS LEASE. SELLER'S INITIALS BUYER'S INITIALS __________ __________ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS THEREOF TO ESCROW HOLDER BY LESSOR, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF LESSEE ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR COMMENCES ANY ACTION AGAINST LESSOR OR THE LEASED PROPERTY ARISING OUT OF THIS ARTICLE, THEN LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM LESSEE.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER OPTIONEE IF THE CLOSING ESCROW DOES NOT OCCUR CLOSE BY THE CLOSING DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONOR DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY OPTIONEE’S LIQUIDATED SUM WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE UNLESS OPTIONEE ELECTS SPECIFIC PERFORMANCE UNDER SECTION 11(b) ABOVE, OPTIONEE IS ENTITLED TO RETAIN THE DEPOSIT OPTIONEE’S LIQUIDATED SUM AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER OPTIONEE SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ESCROW TO CLOSE, INCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONEE WAIVES THE CLOSING TO OCCURPROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) BUT NOT INCLUDING ANY ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________COLLECTION OPTIONEE’S LIQUIDATED SUM.] Initials of Optionor: Initials of Optionee: /s/ SH /s/ SH

Liquidated Damages. BUYER AND SELLER AGREE THAT IN THE PARTIES HAVE DISCUSSED EVENT OF A MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS IN THE FAILURE OF ESCROW TO CLOSE), THE DAMAGE TO SELLER WOULD BE EXTREMELY DIFFICULT AND NEGOTIATED IN GOOD FAITH IMPRACTICABLE TO ASCERTAIN AND THAT THEREFORE THE QUESTION DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER'S DEFAULT, OPPORTUNITY COSTS IN, AND CARRYING COSTS ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT WOULD BE SUFFERED UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF BUYER'S DEFAULT UNDER THIS AGREEMENT WHICH PREVENTS THE TIMELY CLOSING OF ESCROW; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER'S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES RELATING TO ENFORCING THIS SECTION 10, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677, AS APPLICABLE. IN THE EVENT OF A DEFAULT BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES UNDER BOTH THIS AGREEMENT AND HAVE ENDEAVORED THE PROPERTY AGREEMENT, SELLER AND FPC SHALL TOGETHER BE ENTITLED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) ONE MEASURE OF LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PROVIDED FOR IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) TOGETHER WITH THEIR ATTORNEYS' FEES AND COSTS INCURRED RELATING TO THE ENFORCEMENT OF THIS SECTION 10, AND ANY APPORTIONMENT OF SUCH ONE MEASURE OF LIQUIDATED DAMAGES BETWEEN SELLER AND FPC SHALL BE BY AGREEMENT BETWEEN SELLER INCIDENT AND FPC. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO CLAUSES (A) THROUGH (C)INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS Initials of Buyer: Initials of Seller: ____________________ ____________________

Liquidated Damages. CONTRACTOR RECOGNIZES THAT OWNER IS RELYING UPON CONTRACTOR TO COMPLETE THE ENTIRE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE AS SET FORTH IN THE AGREEMENT. CONTRACTOR ACKNOWLEDGES THAT IN THE EVENT SUCH WORK IS NOT SUBSTANTIALLY COMPLETED BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE, OWNER SHOULD BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM CONTRACTOR'S FAILURE TO SUBSTANTIALLY COMPLETE THE WORK BY SUCH TIME AND THAT THE CALCULATION OF SUCH DAMAGE WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE. THEREFORE, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER AGREE TO LIQUIDATE DAMAGES. IF THE CLOSING DOES ENTIRE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) IS NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED SUBSTANTIALLY COMPLETED BY THE SCHEDULED SUBSTANTIAL COMPLETION DATE, THEN OWNER SHALL BE ENTITLED TO REASONABLY ESTIMATE LIQUIDATED DAMAGES, UNTIL SUCH DAMAGES. THEY AGREE THAT TIME AS SUCH WORK IS SUBSTANTIALLY COMPLETED, IN THE FOLLOWING TIERED AMOUNTS: (I) TWO THOUSAND DOLLARS ($2,000) PER DAY FOR EACH OF THE FIRST SEVEN (7) CALENDAR DAYS THAT THE SUBSTANTIAL COMPLETION OF SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE, (II) FIVE THOUSAND DOLLARS ($5,000) PER DAY FOR EACH OF THE NEXT SEVEN CALENDAR DAYS (I.E., THE EIGHTH (8TH) THROUGH FOURTEENTH (14TH) CALENDAR DAYS FOLLOWING THE SCHEDULED SUBSTANTIAL COMPLETION DATE) THAT SUCH WORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE, AND (III) TEN THOUSAND DOLLARS ($10,000) PER DAY FOR EACH CALENDAR DAY THEREAFTER (I.E., THE FIFTEENTH (15TH) CALENDAR DAY AND EACH CALENDAR DAY THEREAFTER FOLLOWING THE SUBSTANTIAL COMPLETION DATE) THAT SUCH WORK IS DELAYED BEYOND THE SCHEDULED SUBSTANTIAL COMPLETION DATE. ALL OF THE FOREGOING LIQUIDATED DAMAGES ARE CUMULATIVE. FOR EXAMPLE, IF THE SCHEDULED SUBSTANTIAL COMPLETION DATE IS DECEMBER 19, 1997, AND ALL OF THE WORK (EXCEPT FOR THE LABORATORY FURNITURE INSTALLATION) IS NOT SUBSTANTIALLY COMPLETED UNTIL JANUARY 9, 1998, THEN OWNER WOULD BE ENTITLED TO LIQUIDATED DAMAGES FROM THE CONTRACTOR IN THE AMOUNT OF THE DEPOSIT $119,000 (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C$14,000 + $35,000 + $70,000). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SUCH AMOUNTS ARE PRESENTLY REASONABLE SUMS CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING AS OF THE EXECUTION OF THIS ADDENDUM, INCLUDING THE RELATIONSHIP OF THE AMOUNT TO SELLER THE RANGE OF HARM TO OWNER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. BY EXECUTING THIS PROVISION AS INDICATED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY FULLY UNDERSTOOD THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT LAW OR IN EQUITYTHE TIME THIS ADDENDUM WAS MADE. SELLERCONTRACTOR'S INITIALS BUYERSJB --------------- OWNER'S INITIALS __________ __________DCY ---------------- [Signature Page Follows]

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE IS ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S ’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED a. SHOULD PURCHASER DEFAULT IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO ESCROW AGENT AND TO RECEIVE THE ESCROW DEPOSIT THERETOFORE PAID BY PURCHASER UNDER THIS AGREEMENT WHICH AMOUNT IS NOT INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE REMEDIES OTHERWISE AVAILABLE CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (AS SAID LAWS MAY BE MODIFIED, REPLACED AND SUPPLEMENTED) AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY; PROVIDED HOWEVER, THAT THE REMEDY OF LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER SECTIONS 8.a AND 14 OF THIS AGREEMENT, AND/OR SELLER’S RIGHT TO RECOVER ACTUAL DAMAGES FOR PURCHASER’S BREACH OF ANY OF THE WARRANTIES AND REPRESENTATIONS OF PURCHASER CONTAINED IN THIS AGREEMENT, PROVIDED THAT SUCH BREACH IS DISCOVERED BY SELLER FOLLOWING DELIVERY OF THE DEED AND AS A RESULT OF SUCH BREACH SELLER IS REQUIRED TO RETURN ALL OR ANY PORTION OF THE PURCHASE PRICE TO A CLAIMANT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE ESCROW DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Purchaser’s Initials b. Should Seller default in its material obligations under this Agreement for any reason, Purchaser, as its sole right and remedy at law or in equity, may either (i) terminate this Agreement upon written notice to Seller, whereupon Purchaser shall be entitled to receive an immediate return of the Escrow Deposit theretofore paid under this Agreement, plus, within five (5) business days after receipt of reasonable evidence verifying such costs, all of Purchaser’s actual out of pocket costs incurred in connection with this transaction and Purchaser’s due diligence with respect to the Property up to the maximum of $100,000, or (ii) seek the remedy of specific performance against Seller. c. In the event of any dispute or either party hereto defaults (or is alleged to have defaulted) in the performance of any of the terms, covenants, agreements or conditions contained in this Agreement, and the other party hereto places the enforcement of this Agreement, or any part hereof, in the hands of attorneys, or files suit upon the same, the non-prevailing party agrees to pay the reasonable attorneys’ fees and all court costs of the prevailing party.

Liquidated Damages. FROM AND AFTER THE EXERCISE OF THE OPTION, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO A DEFAULT OF BUYER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE ARISING FROM SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING SALE TO OCCURCLOSE. IN ADDITION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER SHALL PAY ALL TITLE, SURVEY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 19.1 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, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 19.1 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. CONSISTENT WITH THE PROVISIONS OF SECTION 1.5, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT BY REASON OF A DEFAULT OF BUYER OBJECTS TOPURSUANT TO THIS SECTION 19.1, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES THE OPTION PAYMENT IN ALL EVENTS SHALL BE RETAINED BY SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ [ILLEGIBLE] /s/ [ILLEGIBLE] -------------------------- ------------------------------ Buyer's Initials Seller's Initials

Liquidated Damages. IF BUYER COMMITS A DEFAULT UNDER THIS AGREEMENT WHICH CAUSES BUYER’S FAILURE TO CLOSE, THEN IN ANY SUCH EVENT, THE PARTIES HAVE DISCUSSED ESCROW HOLDER MAY BE INSTRUCTED BY SELLERS TO CANCEL THE ESCROW AND NEGOTIATED IN GOOD FAITH SELLERS SHALL THEREUPON BE RELEASED FROM THEIR OBLIGATIONS HEREUNDER. BUYER AND SELLERS AGREE THAT BASED UPON THE QUESTION OF THE DAMAGES THAT CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLERS’ DAMAGE BY REASON OF BUYER’S DEFAULT UNDER THIS AGREEMENT. ACCORDINGLY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLERS AGREE THAT IN THE EVENT OF DEFAULT BY BUYER UNDER THIS AGREEMENT WHICH CAUSES BUYER’S FAILURE TO CLOSE, IT WOULD BE REASONABLE AT SUCH BREACHTIME TO AWARD SELLERS, SELLER AS SELLERS’ SOLE AND EXCLUSIVE REMEDY AT LAW AND/OR IN EQUITY WITH RESPECT TO BUYER’S FAILURE TO CLOSE IN DEFAULT OF THIS AGREEMENT, “LIQUIDATED DAMAGES” OF (i) UNENCUMBERED TITLE TO ALL IMPROVEMENTS MADE TO OR PLACED ON THE PROPERTIES BY BUYER AND (ii) THE DEPOSIT. SELLERS SHALL ALSO BE ENTITLED TO RETAIN RECEIVE ANY AND ALL ATTORNEYS’ FEES AND OTHER COSTS INCURRED BY SELLERS PURSUANT TO SECTION 20 HEREOF. THEREFORE, IF BUYER COMMITS SUCH A DEFAULT UNDER THIS AGREEMENT SELLERS MAY INSTRUCT THE DEPOSIT AS SUCH ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON ESCROW HOLDER SHALL IMMEDIATELY TRANSFER TO OR PAY OVER TO SELLERS THE LIQUIDATED DAMAGES, AND SELLERS SHALL BE RELIEVED FROM ALL OBLIGATIONS AND LIABILITIES HEREUNDER (IV) IN CONSIDERATION OF THE PAYMENT EXCEPT WITH RESPECT TO ANY INDEMNITY OBLIGATIONS), AND, PROMPTLY FOLLOWING ESCROW HOLDER’S RECEIPT OF SUCH LIQUIDATED DAMAGESINSTRUCTION, SELLER ESCROW HOLDER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF CANCEL THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)ESCROW. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 16 SHALL NOT LIMIT SELLERS’ RIGHTS TO PURSUE ACTUAL DAMAGES AGAINST BUYER WITH RESPECT TO OTHER BREACHES BY BUYER UNDER THIS AGREEMENT OCCURRING PRIOR TO THE CLOSING WHICH BREACHES WOULD NOT RESULT IN BUYER’S FAILURE TO CLOSE THIS TRANSACTION; PROVIDED, HOWEVER, SUCH ACTUAL DAMAGES WHICH SELLERS MAY RECOVER AGAINST BUYER SHALL NOT EXCEED THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL FULL AMOUNT OF THE DEPOSIT OUT DEPOSIT; PROVIDED, HOWEVER, SUCH CAP ON ACTUAL DAMAGES WHICH SELLERS MAY RECOVER SHALL NOT APPLY TO BUYER’S INDEMNITY OBLIGATIONS HEREUNDER, BUYER’S FRAUD, BROKER FEE INDEMNITY OBLIGATIONS OF THE ESCROWBUYER PURSUANT TO SECTION 20 BELOW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE OR AMOUNTS TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________BE PRORATED UNDER SECTION 11 ABOVE.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED a. SHOULD PURCHASER DEFAULT IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO ESCROW AGENT AND TO RECEIVE THE ESCROW DEPOSIT THERETOFORE PAID BY PURCHASER UNDER THIS AGREEMENT WHICH AMOUNT IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER, AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY; PROVIDED HOWEVER, THAT THE REMEDY OF LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER SECTIONS 8.a AND 14 OF THIS AGREEMENT, AND/OR SELLER’S RIGHT TO RECOVER ACTUAL DAMAGES FOR PURCHASER’S BREACH OF ANY OF THE WARRANTIES AND REPRESENTATIONS OF PURCHASER CONTAINED IN THIS AGREEMENT, PROVIDED THAT SUCH BREACH IS DISCOVERED BY SELLER FOLLOWING DELIVERY OF THE DEED AND AS A RESULT OF SUCH BREACH SELLER IS REQUIRED TO RETURN ALL OR ANY PORTION OF THE PURCHASE PRICE TO A CLAIMANT. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE ESCROW DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. b. Should Seller default in its material obligations under this Agreement for any reason, Purchaser, as its sole right and remedy at law or in equity, may either (i) terminate this Agreement upon written notice to Seller, whereupon Purchaser shall be entitled to receive an immediate return of the Escrow Deposit theretofore paid under this Agreement, plus, within five (5) business days after receipt of reasonable evidence verifying such costs, all of Purchaser’s actual out of pocket costs incurred in connection with this transaction and Purchaser’s due diligence with respect to the Property up to the maximum of $100,000, or (ii) seek the remedy of specific performance against Seller. c. In the event of any dispute or either party hereto defaults (or is alleged to have defaulted) in the performance of any of the terms, covenants, agreements or conditions contained in this Agreement, and the other party hereto places the enforcement of this Agreement, or any part hereof, in the hands of attorneys, or files suit upon the same, the non-prevailing party agrees to pay the reasonable attorneys’ fees and all court costs of the prevailing party.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER THE DEVELOPER IF THE CLOSING ESCROW DOES NOT OCCUR CLOSE BY THE CLOSING BECAUSE BUYER BREACHES THIS AGREEMENT THE OWNER DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY DEVELOPER’S LIQUIDATED SUM WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE UNLESS THE DEVELOPER ELECTS SPECIFIC PERFORMANCE UNDER CLAUSE (ii) ABOVE, THE DEVELOPER IS ENTITLED TO RETAIN THE DEPOSIT DEVELOPER’S LIQUIDATED SUM AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER THE DEVELOPER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ESCROW TO CLOSE, INCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, THE CLOSING TO OCCURDEVELOPER WAIVES THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) BUT NOT INCLUDING ANY ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)IN COLLECTION THE DEVELOPER’S LIQUIDATED SUM. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of the Owner: Initials of the Developer:

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF, AFTER BUYER'S EXERCISE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE OPTION, BUYER BREACHES COMMITS A MATERIAL DEFAULT UNDER THIS AGREEMENT AND HAVE ENDEAVORED THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR BY REASON OF SUCH DAMAGESDEFAULT, THEN IN ANY SUCH EVENT, ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW, AND SELLER SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. THEY AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (IIIN ADDITION TO SELLER'S RIGHT TO THE OPTION CONSIDERATION PURSUANT TO SECTION 1.9(iii) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHABOVE, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT OPTION CONSIDERATION AS SUCH LIQUIDATED DAMAGES, DAMAGES AND (IV) IN CONSIDERATION RECEIVE THE BENEFIT OF THE PAYMENT OTHER ITEMS DEFINED IN THIS SECTION 18.2. IF THE ESCROW AND THIS AGREEMENT ARE TERMINATED AS SET FORTH IN THIS SECTION, THE LEASE AND THE DEVELOPMENT MANAGEMENT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND BUYER SHALL STILL BE OBLIGATED UNDER THE TERMS OF SUCH THE LEASE AND THE DEVELOPMENT MANAGEMENT AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THE APPLICABLE FOREGOING AMOUNT OF LIQUIDATED DAMAGES, SELLER DAMAGES IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE DEEMED TO HAVE WAIVED ALL SELLER'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES RELIEF, RIGHT OR RELIEF REMEDY, AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING EQUITY, TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)DEFAULT. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF SECTIONS 18.1(i), (ii), (iii), (iv) (WITH RESPECT TO ANY FUNDS OF BUYER HELD BY ESCROW HOLDER IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL EXCESS OF THE DEPOSIT OUT OPTION CONSIDERATION) AND (v) SHALL APPLY. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THE ESCROWTHIS PARAGRAPH, SELLER SHALL WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE ALL HAD UNDER CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS SECTION 18.2 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller's Initials: /s/ Buyer's Initials: /s/ 18.3

Liquidated Damages. AFTER EXPIRATION OF THE FEASIBILITY PERIOD WITHOUT BUYER’S ELECTION TO TERMINATE THIS AGREEMENT, IF ESCROW FOR THE PURCHASE OF THE PROPERTY FAILS TO CLOSE HEREUNDER AS A RESULT OF BUYER’S MATERIAL DEFAULT, THEN THE ENTIRE DEPOSIT DESCRIBED IN SECTION 3 SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH ACKNOWLEDGE THAT THE QUESTION AMOUNT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BUYER’S MATERIAL DEFAULT OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE ENTITLED DIFFICULT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDETERMINE, AND (IV) FURTHER AGREE THAT THE REASONABLE ESTIMATE OF SUCH DAMAGES IS THE ENTIRE DEPOSIT WHICH SHALL, IN CONSIDERATION THAT EVENT, BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES IN COMPLETE SATISFACTION AND PAYMENT OF ALL CLAIMS OF SELLER AGAINST BUYER ARISING FROM SUCH MATERIAL DEFAULT. THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SAID SUM SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, SELLER’S SOLE AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, EXCLUSIVE REMEDY IN THE EVENT BUYER OBJECTS TOOF BUYER’S MATERIAL DEFAULT, FAILS TO COOPERATE WITH THE EXCLUSION OF ANY OTHER LEGAL OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWEQUITABLE REMEDY, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW INCLUDING NOT ONLY DAMAGES, BUT ALSO SPECIFIC PERFORMANCE OR IN EQUITYINJUNCTIVE RELIEF. SELLER'S INITIALS BUYER'S INITIALS /s/ RDG /s/ MB ______________ ___________ BUYER’S INITIALS SELLER’S INITIALS

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES SUBJECT PROPERTY AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, IT IS AGREED THAT WOULD THE ESCROW DEPOSIT AND SELLER’S COST DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT NON-REFUNDABLE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE SUCH DEPOSIT WHICH AMOUNT SHALL BE ACCEPTED BY SELLER NOT AS SUCH A PENALTY, BUT AS LIQUIDATED DAMAGES, DAMAGES WHICH SHALL BE SELLER'S SOLE AND (IV) IN CONSIDERATION EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE PAYMENT DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET SEQ. BUYER AND ▇▇▇▇▇▇ AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER'S FAILURE TO COMPLETE ITS PURCHASE OF SUCH LIQUIDATED DAMAGES, THE SUBJECT PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER SHALL BE DEEMED DESIRE TO HAVE WAIVED ALL OTHER CLAIMS FOR AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES ENFORCE SELLER'S WITHDRAWAL RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION, BUYER AND SELLER AGREE TO EXECUTE THE DEPOSIT OUT OF SAME. THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S PARTIES ACKNOWLEDGE THIS PROVISION BY PLACING THEIR INITIALS BUYER'S INITIALS __________ __________BELOW:

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES EVENT THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT FOR ANY REASON OTHER THAN (I) SUCH DAMAGES ARE DEVELOPER’S ELECTION TO CANCEL ESCROW AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TERMINATE THIS AGREEMENT PURSUANT TO FIXSECTION 304.9 (A), (II) EITHER PARTY’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION 304.9 (B), OR (III) AGENCY’S DEFAULT COUPLED WITH DEVELOPER’S ELECTION TO CANCEL ESCROW AND TERMINATE THIS AGREEMENT PURSUANT TO SECTION ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ WITH ANY INTEREST WHICH MAY HAVE ACCRUED THEREON, SHALL BE RETAINED BY AGENCY AS LIQUIDATED DAMAGES AS AGENCY’S SOLE AND EXCLUSIVE REMEDY: IN SUCH EVENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT AGENCY WOULD SUSTAIN DAMAGES, THE CALCULATION OF WHICH WOULD BE UNCERTAIN. THE CALCULATION OF SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF AGENCY’S RECEIPT OF TAX REVENUES, THE DELAY OR FRUSTRATION OF AGENCY’S ABILITY TO IMPLEMENT THE REDEVELOPMENT PLAN AND AGENCY’S LOST OPPORTUNITY TO ENGAGE IN OTHER TRANSACTIONS. ALTHOUGH IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE OR FIX THE AMOUNT OF SUCH DAMAGES TO AGENCY, THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) PARTIES ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESOPINION THAT, SELLER SHALL BE DEEMED TO HAVE WAIVED BASED UPON ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE INFORMATION AVAILABLE TO THEM AS OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY DATE OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL AMOUNTS SET FORTH HEREIN OF THE DEVELOPER DEPOSIT OUT (WITH ANY INTEREST ACCRUED THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY AGENCY UPON THE TERMINATION OF THIS AGREEMENT UNDER SECTION 704 OF THIS AGREEMENT AS THE ESCROWTOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY, SELLER SHALL HAVE ALL OF AS AGENCY’S SOLE AND EXCLUSIVE REMEDY. THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S PARTIES EACH SPECIFICALLY ACKNOWLEDGE AND ACCEPT THIS LIQUIDATED DAMAGES PROVISION BY SETTING FORTH THEIR RESPECTIVE INITIALS BUYER'S INITIALS __________ __________BELOW:

Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN SELLERS’ DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A CONDITION PRECEDENT IN FAVOR OF BUYER, OR BUYER’S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN FIFTEEN (15) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM SELLERS, OR, IF SUCH DEFAULT IS NOT REASONABLY SUSCEPTIBLE OF BEING CURED WITHIN SUCH FIFTEEN (15) DAY PERIOD, IF BUYER FAILS TO COMMENCE TO CURE SUCH DEFAULT WITHIN SUCH FIFTEEN (15) DAY PERIOD, THEN, UPON DEMAND BY SELLERS, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLERS AS LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT BUYER’S RIGHT TO TERMINATE FOR SELLERS’ DEFAULT SHALL BE SUBJECT TO AND EXERCISED IN ACCORDANCE WITH SELLERS’ CURE PERIOD AS DESCRIBED IN SECTION 11. THE PARTIES HAVE DISCUSSED HERETO EXPRESSLY AGREE AND NEGOTIATED ACKNOWLEDGE THAT SELLERS’ ACTUAL DAMAGES IN GOOD FAITH THE QUESTION EVENT OF THE DAMAGES THAT A DEFAULT BY BUYER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPRACTICABLE TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REPRESENTS THE PARTIES’ REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) . IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED ANY AND ALL ACTIONS BROUGHT PURSUANT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED OR TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY ENFORCE BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ’S OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY IT SHALL BE CONCLUSIVELY PRESUMED THAT THE ABOVE-DESCRIBED LIQUIDATED DAMAGES SHALL BE THE SOLE REMEDY OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS OF BUYERS’ DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER ANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF PURCHASE THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PROPERTY BE SPECIFICALLY ENFORCED.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT, ------------------ ESTABLISHING SELLER'S ACTUAL DAMAGES THAT CAUSED BY BUYER'S DEFAULT WOULD BE SUFFERED BY IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT DEPOSIT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESANY ACCRUED INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE REASONABLE. THEY AGREE THAT (I) SUCH DAMAGES ARE AND THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN KEEP THE AMOUNT OF DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES ESCROW HOLDER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION COMPLY WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF SELLER'S INSTRUCTION WITHOUT BUYER'S INDEMNITY OBLIGATIONS UNDER FURTHER CONSENT OR INSTRUCTIONS. SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE PROVISIONS OF THIS AGREEMENTSECTION 22; AND BY ITS INITIALS IMMEDIATELY BELOW, AND (D) ATTORNEYS' FEES AND COSTS INCURRED IT AGREES TO BE BOUND BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THOSE PROVISIONS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ JC /s/ JLS ---------------- ----------------- Buyer's Initials Seller's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF OPTIONOR IF, AFTER THE OPTION EXERCISE DATE, ESCROW DOES NOT CLOSE BY THE CLOSING DOES NOT OCCUR DATE BECAUSE BUYER BREACHES THIS AGREEMENT OPTIONEE DEFAULTS AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF ANY PORTION OF THE DEPOSIT (AS IT MAY OPTION PRICE ALREADY DEPOSITED WITH ESCROW HOLDER BY OPTIONEE WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACHDEFAULT, SELLER SHALL BE OPTIONOR IS ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT SUCH SUM FROM OPTIONEE AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF OF, AND UPON RECEIPT OF, SUCH LIQUIDATED DAMAGES, SELLER OPTIONOR SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORINCLUDING ACTIONS FOR SPECIFIC PERFORMANCE (AND IN SUCH REGARD, OPTIONOR WAIVES THE PROVISIONS OF SECTION 3389 OF THE CALIFORNIA CIVIL CODE), BUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR THE MEMORANDUM OF OPTION OR OTHER CLOUDS ON TITLE CAUSED BY BUYEROPTIONEE; AND (CB) CLAIMS ON ACCOUNT OF BUYER'S OPTIONEE’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, ; AND (DC) ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER OPTIONOR INCIDENT TO CLAUSES (A) THROUGH AND (CB). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials of Optionor: Initials of Optionee: /s/ SH /s/ SH

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED EVENT THAT THE ESCROW AND NEGOTIATED IN GOOD FAITH THE QUESTION THIS TRANSACTION ------------------ FAIL TO CLOSE AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH SELLER'S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THIS TRANSACTION FAIL TO CLOSE AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DEPOSIT. IN THE EVENT THAT THE ESCROW FAILS TO CLOSE AS A RESULT OF SUCH BREACHBUYER'S DEFAULT, THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED THE SAME, (C) ESCROW AGENT SHALL DELIVER THE DEPOSIT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVD) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESALL TITLE AND ESCROW CANCELLATION CHARGES, SELLER IF ANY, SHALL BE DEEMED CHARGED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES BUYER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT REMEDIES WITH RESPECT TO (1) THE OBLIGATIONS OF BUYER UNDER SECTIONS 4 AND 13 HEREOF AND (2) THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE FAILURE TERMINATION OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES LANDLORD AND TENANT HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER LANDLORD IF TENANT ISSUES A PURCHASE NOTICE BUT FAILS TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES FOR SALE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT ADDENDUM AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF 3.0% OF THE DEPOSIT PURCHASE PRICE STATED IN THE SALE NOTICE (AS IT MAY THE “LD AMOUNT”) WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE LANDLORD IS ENTITLED TO RETAIN THE DEPOSIT LD AMOUNT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER LANDLORD SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF TENANT TO PURCHASE THE CLOSING TO OCCURFOR SALE PROPERTY, EXCEPT FORBUT NOT INCLUDING ANY: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYERTENANT; (CB) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY TENANT’S OTHER OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________LEASE; AND

Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED PURCHASE OF THE PROPERTY AND NEGOTIATED IN GOOD FAITH SUCH FAILURE CONSTITUTES A BREACH OF THIS AGREEMENT, THEN SELLER SHALL BE RELEASED FROM SELLER'S OBLIGATIONS TO SELL THE QUESTION PROPERTY TO BUYER AND, BY PLACING THEIR INITIALS BELOW, BUYER AND SELLER AGREE THAT THE AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) SHALL CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR ANY SUCH BREACH BY BUYER. BUYER AND SELLER AGREE THAT SAID AMOUNT IS A REASONABLE AMOUNT FOR LIQUIDATED DAMAGES FOR SUCH A BREACH UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT IS ENTERED INTO AND CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, ET SEQ. BUYER AND SELLER AGREE THAT PREDICTING WHAT MONETARY DAMAGES SELLER WOULD SUFFER IN SUCH AN EVENT IS IMPOSSIBLE OR IMPRACTICAL. SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY BUT RATHER A LIMITATION OF THE MONETARY DAMAGES FOR WHICH BUYER MIGHT BE SUFFERED LIABLE HEREUNDER. FORTHWITH UPON ANY SUCH BREACH BY BUYER, BUYER SHALL EITHER (1) PAY SUCH SUM TO SELLER, OR (2) INSTRUCT ESCROW TO DELIVER SUCH SUM TO SELLER FROM ANY DEPOSITS DELIVERED TO ESCROW BY BUYER; HOWEVER, IF ANY DEPOSITS HAVE PREVIOUSLY BEEN RELEASED BY ESCROW TO SELLER, THE AMOUNT RELEASED TO SELLER SHALL BE RETAINED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN CREDITED AGAINST THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES OWED BY BUYER. IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT EQUITY, INCLUDING ANY RIGHT TO SPECIFIC PERFORMANCE PURSUANT TO SECTION 1680 OR SECTION 3389 OF THE FAILURE OF CALIFORNIA CIVIL CODE. NOTWITHSTANDING ANYTHING TO THE CLOSING TO OCCURCONTRARY CONTAINED IN THIS PARAGRAPH, EXCEPT FOR: IF BUYER BRINGS AN ACTION (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF "BUYER'S INDEMNITY ACTION") AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOINGAND, IN THE EVENT CONNECTION WITH BUYER'S ACTION, BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWRECORDS A LIS PENDENS, SELLER SHALL HAVE ALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS PARAGRAPH FROM SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS AND RECOVERING DAMAGES, COSTS, OR EXPENSES (INCLUDING ATTORNEY'S FEES) TO WHICH SELLER IS OTHERWISE ENTITLED UNDER APPLICABLE LAW (INCLUDING RECOVERY AGAINST ANY UNDERTAKING GIVEN BY BUYER PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 405.34), AND THE REMEDIES OTHERWISE AVAILABLE AMOUNT OF ANY SUCH DAMAGES AWARDED TO SELLER AT LAW OR SHALL BE IN EQUITYADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. SELLER'S INITIALS BUYER'S INITIALS __________ __________------------------------- ------------------------- Initials of Seller Initials of Buyer

Liquidated Damages. THE PARTIES AGREE THAT THE PURCHASE PRICE HAS BEEN DETERMINED NOT ONLY BY A CONSIDERATION OF THE VALUE OF THE LAND PER SE BUT ALSO BY A CONSIDERATION OF THE VALUE OF THE VARIOUS COVENANTS, CONDITIONS AND WARRANTIES OF THIS AGREEMENT AS THEY RELATE TO THE LAND. THE IMPLICATIONS OF SUCH VALUES, SOMETIMES MEASURABLE IN RELATION TO KNOWN EXTERNAL STANDARDS AND SOMETIMES DETERMINED ONLY BY SUBJECTIVE BUSINESS JUDGMENTS OF THE PARTIES, ARE ALL INTERRELATED AND AFFECTED BY THE PARTIES' ULTIMATE AGREEMENT UPON THE PURCHASE PRICE. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES THIS AGREEMENT AND AGREEMENT. THE PARTIES HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. DAMAGES AND THEY HEREBY AGREE THAT THAT, BY REASON OF THE AFORESAID CONSIDERATIONS, (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE ESCROW OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIMEAND, AFTER DELIVERY THEREOF, EACH OF THE ADDITIONAL DEPOSITS) ARE AND WOULD WILL BE REASONABLE AS A MEASURE OF SUCH DAMAGESREASONABLE, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN RECEIVE THE ESCROW OPENING DEPOSIT AND (IF DELIVERED) THE ADDITIONAL DEPOSITS AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ANY AND ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUREQUITY, INCLUDING ANY CLAIM FOR DAMAGES OR FOR SPECIFIC PERFORMANCE, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTINDEMNITY PURSUANT TO PARAGRAPH 11.2; (B) ACTIONS FOR THE RECOVERY OF THE DEPOSITS FROM ESCROW HOLDER AS LIQUIDATED DAMAGES OR FOR THE RETURN OF DOCUMENTS PURSUANT TO PARAGRAPH 14.2; (C) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON OTHERWISE TO CLEAR TITLE CAUSED OF ANY LIEN WRONGFULLY FILED OR WRONGFULLY IMPOSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) REASONABLE ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller's Initials Buyer's Initials ------- -------

Liquidated Damages. THE PARTIES HAVE DISCUSSED REMEDIES. BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (Ii) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR AND EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED FIX OR ESTABLISH ACTUAL DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER IN THE EVENT OF A DEFAULT HEREUNDER BY BUYER; AND (ii) THAT THE AMOUNT OF BUYER'S DEPOSIT HEREUNDER IS THE PARTIES' BEST AND MOST REASONABLE ESTIMATE OF SELLER'S DAMAGES IN THE EVENT OF BUYER'S DEFAULT. ACCORDINGLY, UPON EXPIRATION OF TEN (10) DAYS FOLLOWING NOTICE BY SELLER OF BUYER'S DEFAULT IN ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (NOT CAUSED BY ANY BREACH OF SELLER), AND BUYER DOES NOT CURE SUCH BREACHDEFAULT WITHIN SAID TEN (10) DAY PERIOD, THEN SELLER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER TERMINATE THIS AGREEMENT IN WHICH EVENT SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES (AND TITLE COMPANY IS HEREBY INSTRUCTED TO PAY SUCH LIQUIDATED DAMAGES, DAMAGES TO SELLER IN ACCORDANCE HEREWITH AND (IV) BUYER WAIVES ALL CLAIMS AGAINST TITLE COMPANY IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, CONNECTION THEREWITH). SELLER SHALL BE DEEMED HEREBY WAIVES ANY RIGHT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS RELIEF TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY CAUSE BUYER TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND SELLER HEREBY WAIVES ANY RIGHT TO DAMAGES IN EXCESS OF LIQUIDATED DAMAGES FOR BUYER'S DEF AUL T UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A DEFAULT HEREUNDER BY SELLER (NOT CAUSED BY ANY BREACH OF BUYER OBJECTS TOOR NOT RESULTING FROM THE ACTION OR INACTION OF ANY FEDERAL, FAILS STATE OR LOCAL GOVERNMENT AGENCY), AND SELLER DOES NOT CURE SUCH DEFAULT ON OR BEFORE EXPIRATION OF TEN (10) DAYS FOLLOWING NOTICE BY BUYER TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SELLER OF SUCH DEFAULT, THEN BUYER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY HEREUNDER, EITHER TERMINATE THIS AGREEMENT IN WHICH EVENT THE DEPOSIT OUT SHALL BE REFUNDED TO BUYER, OR PROCEED TO ENFORCE THIS AGREEMENT BY A SUIT FOR SPECIFIC PERFORMANCE PROVIDED SUCH ENFORCEMENT ACTION IS COMMENCED WITHIN TEN (10) DAYS AFTER EXPIRATION OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________SUCH TEN-DAY PERIOD.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD TO BE SUFFERED BY SELLER IF IN THE CLOSING DOES NOT OCCUR BECAUSE EVENT BUYER BREACHES FAILS TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT IN BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) DAMAGES SELLER SHALL SUSTAIN AS A RESULT OF ANY SUCH DAMAGES ARE AND A DEFAULT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, (II) ASCERTAIN. THE PARTIES HEREBY AGREE THAT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR $10,000, IF BUYER HAS EXERCISED ITS RIGHT TO STAGE AND/OR PARK EQUIPMENT ON THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; PROPERTY PRIOR TO CLOSING UNDER SECTION 7(b) ABOVE AND (B) ACTIONS $5,000, IF BUYER HAS NOT EXERCISED SUCH RIGHT TO EXPUNGE STAGE AND/OR PARK EQUIPMENT ON THE PROPERTY PRIOR TO CLOSING (AS TO EACH, THE "LIQUIDATED SUM") IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN SUCH EVENT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. ACCORDINGLY, IF THE ESCROW FAILS TO CLOSE DUE TO SUCH A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED DEFAULT BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO BUYER AND ESCROW HOLDER AND IN SUCH EVENT THE APPLICABLE LIQUIDATED SUM SHALL IMMEDIATELY BE PAID TO SELLER (SUCH PAYMENT TO BE MADE BY THE ESCROW'S RELEASE OF THE REMEDIES OTHERWISE AVAILABLE DEPOSIT TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________, IF BUYER HAS DELIVERED

Liquidated Damages. IF BUYER SHOULD DEFAULT UNDER THIS AGREEMENT, THEN BUYER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY BUYER OR FAILURE OF ESCROW TO CLOSE ON OR BEFORE THE PARTIES HAVE DISCUSSED CLOSING DATE, WHICH DAMAGES SHALL BE IMPRACTICAL AND NEGOTIATED EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. BUYER AND SELLER, IN GOOD FAITH THE QUESTION OF THE A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER'S DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN DEFAULT BY BUYER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT UNDER THE PROVISIONS OF SECTION 1671 OF THE FAILURE CALIFORNIA CODE OF CIVIL PROCEDURE. IN THE EVENT OF AND FOR SUCH DEFAULT BY BUYER, THE RETENTION OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYERDEPOSIT SHALL BE SELLER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, SOLE MONETARY AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)LEGAL REMEDY. NOTWITHSTANDING THE FOREGOING, IN THE EVENT FOREGOING LIMITATION OF DAMAGES SHALL NOT APPLY TO ANY DEFAULT OR OBLIGATION OF BUYER OBJECTS TO, FAILS WITH RESPECT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL ANY INDEMNITY OBLIGATION OF BUYER UNDER THIS AGREEMENT AND THIS PROVISION SHALL NOT APPLY TO THE FORFEITABLE OPTION CONSIDERATION PAID BY BUYER TO SELLER UNDER THE OPTION AGREEMENT. TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE DEPOSIT OUT OF THE ESCROW, LIQUIDATED DAMAGES TO SELLER SHALL HAVE ALL OF NOT BE DEEMED TO TERMINATE THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR GROUND LEASE WHICH WILL REMAIN IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________FULL FORCE AND EFFECT.

Liquidated Damages. IF BUYER DEFAULTS HEREUNDER, THEN SELLER UNILATERALLY AND AT ITS OPTION MAY TERMINATE THIS AGREEMENT BY GIVING WRITTEN DEMAND TO BUYER AND TITLE COMPANY. THEREUPON, (i) SELLER SHALL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY TO BUYER., (ii) TITLE COMPANY SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (iii) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (iv) BUYER SHALL IMMEDIATELY PAY TO SELLER ANY AND ALL LEGAL FEES INCURRED BY SELLER AS A CONSEQUENCE OF, IN CONNECTION WITH, INC WENT TO, RESULTING FROM OR ARISING FROM THE NEGOTIATION, PREPARATION, PERFORMANCE AND/OR PURSUIT OF REMEDIES OF OR UNDER THIS AGREEMENT. AND (v) AFTER THE FOREGOING ITEMS HAVE DISCUSSED BEEN SATISFIED, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER. EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES SELLER AGREE THAT IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT EXTREMELY IMPRACTICAL AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ESTIMATE THE AMOUNT OF DAMAGES SELLER MIGHT SUFFER IN THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME EVENT OF BUYER’S DEFAULT HEREUNDER. THE PARTIES HEREBY AGREE THAT THE DELIVERY OF THE FOREGOING AMOUNTS TO TIME) ARE SELLER IN THE EVENT OF BUYER’S DEFAULT REPRESENTS A FAIR AND WOULD BE REASONABLE AS A MEASURE ESTIMATE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDO NOT CONSTITUTE A PENALTY, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF CONSTITUTE SELLER’S SOLE REMEDY AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED ANY BREACH BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Initial’s Buyer’s Initials

Liquidated Damages. a. If Buyer breaches any of the material terms of this Agreement or otherwise materially defaults after the end of the Examination Period but at or prior to Close of Escrow, and such material breach or default is not cured within five (5) business days of receipt of notice thereof from Seller, then Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the balance of the Deposit as liquidated damages and as consideration for the acceptance of this Agreement and not as a penalty. BUYER RECOGNIZES AND AGREES THAT THE PARTIES HAVE DISCUSSED SUBJECT PROPERTY SHALL NOT BE PLACED ON THE MARKET DURING THE EXISTENCE OF THIS AGREEMENT. BUYER ACKNOWLEDGES THAT IF IT FAILS TO PURCHASE THE SUBJECT PROPERTY FOR ANY REASON OTHER THAN FAILURE OF A CONDITION TO BUYER'S PERFORMANCE OR DEFAULT OF SELLER, SELLER SHOULD BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM THE DELAY IN PLACING THE SUBJECT PROPERTY ON THE MARKET, AND NEGOTIATED IN GOOD FAITH THAT THE QUESTION CALCULATION OF THE DAMAGES THAT SUCH DAMAGE WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICABLE. THEREFORE, BUYER AND SELLER AGREE TO FIXLIQUIDATED DAMAGES AS FOLLOWS: IF BUYER FAILS TO PURCHASE THE SUBJECT PROPERTY FOR ANY REASON OTHER THAN FAILURE OF A CONDITION TO BUYER'S PERFORMANCE OR A DEFAULT BY SELLER, (II) SELLER SHALL BE ENTITLED TO RECOVER, AS ITS SOLE REMEDY, LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME INCLUDING ALL INTEREST EARNED THEREON) WHICH HAS BEEN DELIVERED BY BUYER TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE ESCROW HOLDER PURSUANT TO SECTION 5 OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE . BUYER AND SELLER BOTH ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS CURRENTLY A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE REASONABLE SUM CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYCIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials b. If Seller breaches any of the terms of this Agreement, or otherwise defaults after the end of the Examination Period but at or prior to the Close of Escrow, and such breach is not cured within five (5) days of receipt of notice thereof from Buyer, Buyer may (i) terminate this Agreement with respect to the Subject Property by written notice to Seller and Escrow Holder in which case the Deposit shall be released to Buyer; (ii) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; and/or (iii) institute all proceedings necessary to specifically enforce this Agreement.