Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Membership Interests in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE XXXXXX IS DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO THE CLOSING DATEDETERMINE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, CLOSE AND INTENDING THAT SUCH AMOUNT ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE PAID AS AGREED LIQUIDATED DAMAGES SELLER’S SOLE REMEDY, AT LAW AND NOT AS A PENALTY. THEREFOREIN EQUITY, BY PLACING THEIR INITIALS BELOW, FOR PURCHASER’S FAILURE TO PURCHASE THE PARTIES ACKNOWLEDGE THAT MEMBERSHIP INTERESTS IN ACCORDANCE WITH THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE TERMS OF SELLER'S DAMAGESTHIS AGREEMENT.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; . THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF HAVE AGREED THAT SELLER'S DAMAGES ACTUAL DAMAGES, IN SUCH EVENTTHE EVENT OF A DEFAULT BY PURCHASER, AGREEING THAT AN AMOUNT EQUAL WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYDETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER ANY OF THE TERMS OR CONDITIONS OF THE COMPANION CONTRACT (AS HEREINAFTER DEFINED) SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THIS AGREEMENT. IN ADDITION, PURCHASER AND SELLER AGREE THAT A DEFAULT BY PURCHASER UNDER THIS AGREEMENT SHALL BE DEEMED A DEFAULT OF PURCHASER UNDER THE COMPANION CONTRACT. IF THE TRANSACTION CONTEMPLATED BY THE COMPANION CONTRACT FAILS TO CLOSE FOR ANY REASON WHATSOEVER, PURCHASER SHALL NOT BE ENTITLED TO ANY RIGHTS OF SETOFF UNDER THIS AGREEMENT IN CONNECTION WITH ANY LIABILITY ARISING UNDER THE COMPANION CONTRACT.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser (or any other cure period provided in this Agreement, or if such default cannot be reasonably cured within such ten (10) day period, such additional period as may be reasonably necessary to cure such default), then: (a) this Agreement shall terminate except for Purchaser's obligations under Section 5.1(b)(iv), Section 5.2 and Section 5.3; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other except for Purchaser's obligations under Section 5.1(b)(iv), Section 5.2 and Section 5.3. PURCHASER AND SELLER ACKNOWLEDGE THAT THE XXXXXX IS DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE CLOSING DATE, AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND UNDER THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER'S RIGHT TO RETAIN THE DEPOSIT SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS BE SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY REMEDY, AT LAW AND EXCEPT IN EQUITY, FOR PURCHASER'S OBLIGATIONS FAILURE TO INDEMNIFY SELLER AND RESTORE PURCHASE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; ACCORDANCE WITH THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY TERMS OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESTHIS AGREEMENT.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the sale contemplated hereby is not consummated because of a default by Purchaser after Seller has performed or tendered performance of all of its material obligations required to be performed under this Agreement by no later than the Closing, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for those obligations that are herein stated to expressly survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE XXXXXX IS FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT EQUITY. THE AMOUNT OF THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S BREACH OF THIS AGREEMENT AND THE FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL RETAIN BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON A BREACH BY PURCHASER OF THIS AGREEMENT AND FAILURE BY PURCHASER TO PURCHASE THE PROPERTY, ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT OTHER CLAIMS TO DAMAGES OR ANY OTHER REMEDY REMEDIES IN RESPECT OF PURCHASER’S BREACH OF THIS AGREEMENT AND EXCEPT FOR PURCHASER'S OBLIGATIONS FAILURE TO INDEMNIFY SELLER AND RESTORE PURCHASE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF BEING HEREIN EXPRESSLY WAIVED BY SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO SECURE ASCERTAIN THE TIMELY PERFORMANCE ACTUAL DAMAGES SUFFERED BY PURCHASER SELLER AS A RESULT OF ITS OBLIGATIONS PURCHASER'S DEFAULT HEREUNDER, AND UNDERTAKINGS THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF A DEFAULT OF THE BY PURCHASER UNDER THE PROVISIONS TERMS OF THIS AGREEMENT ON (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR PRIOR FAILURE TO CLOSE UNDER THE CLOSING DATERELATED AGREEMENT), THIS AGREEMENT SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL THEN BECOME NULL BE TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES AND VOID AND OF NO EFFECT AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS UNDER PARAGRAPH 4 HEREOF. /s/ A.W.T. _________________ -------------------- SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR INITIALS PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.INITIALS

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO AFTER THE XXXXXX IS EXPIRATION OF THE DUE DILIGENCE PERIOD, IF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO SECURE TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE TIMELY PERFORMANCE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF ITS OBLIGATIONS THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND UNDERTAKINGS UNDER NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT OF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PURCHASER UNDER PARTIES HAVE AGREED THAT, CONSIDERING ALL THE PROVISIONS CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL . THE PAYMENT OF THE DEPOSIT TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID SELLER AS AGREED LIQUIDATED DAMAGES AND UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THEREFORE, BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PARTIES ACKNOWLEDGE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE EARNEST MONEY HAS BEEN AGREED UPXXTIME THIS AGREEMENT WAS MADE, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE CONSEQUENCES OF SELLER'S DAMAGES.THIS LIQUIDATED DAMAGES PROVISION. INITIALS: CM DTF Seller Purchaser

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE XXXXXX IS DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO THE CLOSING DATEDETERMINE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, CLOSE AND INTENDING THAT SUCH AMOUNT ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE PAID SELLER’S SOLE REMEDY, AT LAW AND IN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNTS AS AGREED LIQUIDATED DAMAGES AND IS NOT INTENDED AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, FORFEITURE OR PENALTY WITHIN THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE MEANING OF SELLER'S DAMAGESCALIFORNIA 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.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO AFTER THE XXXXXX IS EXPIRATION OF THE DUE DILIGENCE PERIOD, IF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO SECURE TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE TIMELY PERFORMANCE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF ITS OBLIGATIONS THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND UNDERTAKINGS UNDER NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT OF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PURCHASER UNDER PARTIES HAVE AGREED THAT, CONSIDERING ALL THE PROVISIONS CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL . THE PAYMENT OF THE DEPOSIT TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID SELLER AS AGREED LIQUIDATED DAMAGES AND UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THEREFORE, BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PARTIES ACKNOWLEDGE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE EARNEST MONEY HAS BEEN AGREED UPXXTIME THIS AGREEMENT WAS MADE, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE CONSEQUENCES OF SELLER'S DAMAGES.THIS LIQUIDATED DAMAGES PROVISION. INITIALS: Seller Purchaser

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement other than its failure to obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement solely as a result of its failure to obtain the Connecticut Consents, THEN (a) this Agreement shall terminate; (b) Five Million Dollars ($5,000,000) of the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages and the balance of the Deposit shall be paid to the Purchaser; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. THE XXXXXX IS PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLERS IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNTS SET FORTH HEREIN REPRESENT THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLERPURCHASER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOWDOCUMENTS, THE PARTIES ACKNOWLEDGE THAT SELLERS' RIGHT TO RETAIN THE EARNEST MONEY HAS BEEN AGREED UPXXDEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, XXXER NEGOTIATIONAT LAW AND IN EQUITY, AS FOR ANY BREACH BY THE PARTIES' REASONABLE ESTIMATE PURCHASER OF SELLER'S DAMAGESTHE TERMS OF THIS AGREEMENT.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IF (A) PRIOR TO THE XXXXXX DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, PURCHASER FAILS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (3) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (B) THE CLOSING SHALL NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, IN EACH CASE, SELLER’S SOLE AND UNDERTAKINGS EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF A THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE PURCHASER UNDER THE PROVISIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT ON OR PRIOR AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE CLOSING DATE, EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYPURCHASER DEFAULT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXXPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, XXXER NEGOTIATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, AS THE PARTIES' REASONABLE ESTIMATE OF 1676 AND 1677. /s/ DES /s/ VP SELLER'S DAMAGES.’S INITIALS PURCHASER’S INITIALS 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000 Property No. 3328

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY IF PURCHASER OF DEFAULTS IN ITS OBLIGATIONS HEREUNDER AND UNDERTAKINGS UNDER THIS AGREEMENTSUCH DEFAULT RESULTS IN A FAILURE OF THE CLOSING TO OCCUR, THE DEPOSIT, PLUS ANY INTEREST ACCRUED THEREON, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES SHALL BE SELLER’S SOLE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. SELLER SHALL HAVE NO OTHER REMEDY WHETHER AT LAW OR EQUITY FOR ANY DEFAULT BY PURCHASER. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SELLER’S ABILITY TO RECOVER FROM PURCHASER UNDER THE ANY LOSS, COST, DAMAGE OR EXPENSE PURSUANT TO ANY INDEMNIFICATION OR OTHER PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE THAT SURVIVE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR HEREUNDER BE DEEMED LIMITED IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL ANY RESPECT BY SELLER’S RECEIPT OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT DEPOSIT, INCLUDING, BUT NOT LIMITED TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENTSECTION 5(a), AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOFSECTION 5(f), SECTION 7, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYSECTION 19(v). THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.’S INITIALS: PURCHASER’S INITIALS:

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO In the event that (i) Purchaser does not terminate this Agreement prior to the expiration of the Due Diligence Period, and Purchaser, thereafter, in breach of this Agreement (e.g., without the material breach or default by Seller under this Agreement or the failure of a condition to close hereunder in favor of Purchaser), fails to close the transaction contemplated under this Agreement on the Target Closing Date (or the Accelerated Closing Date or Outside Closing Date, as applicable), (ii) Purchaser is in breach of any of its representations and warranties hereunder or (iii) Purchaser fails or refuses to perform its obligations hereunder, then Seller shall be entitled to terminate this Agreement and retain the Xxxxxxx Money, which retention thereof shall be Seller’s sole and exclusive remedy under this Agreement, at law or in equity, for such breach or default that results in the failure of the transaction to close as contemplated under this Agreement. THE XXXXXX IS PARTIES HAVE DISCUSSED THE POSSIBLE CONSEQUENCES TO SECURE SELLER IN THE TIMELY PERFORMANCE BY PURCHASER EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF ITS OBLIGATIONS AND UNDERTAKINGS PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES HAVE DETERMINED AND HEREBY AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER OCCURRING IN THE EVENT OF A PURCHASER’S BREACH OR DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO EACH OTHER AT LAW OR ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN EQUITY EXCEPT THE EVENT OF PURCHASER’S DEFAULT HEREUNDER, HEREBY AGREE THAT SELLER SHALL RETAIN ALL A REASONABLE ESTIMATE OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO SUCH DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT IS AN AMOUNT EQUAL TO THE EARNEST XXXXXXX MONEY IS A REASONABLE FOXXXXXX THEREOFDEPOSITED WITH ESCROW AGENT, AND INTENDING THAT SUCH AMOUNT IN THE EVENT THIS TRANSACTION FAILS TO CLOSE DUE TO PURCHASER’S BREACH OR DEFAULT UNDER THIS AGREEMENT, SELLER SHALL BE PAID ENTITLED TO RECEIVE AND RETAIN THE SAME AS FULLY AGREED LIQUIDATED DAMAGES. SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST PURCHASER FOR FAILURE TO CLOSE THIS TRANSACTION DUE TO PURCHASER’S BREACH OR DEFAULT, INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE. THE PAYMENT AND RETENTION OF THE XXXXXXX MONEY DEPOSITED WITH ESCROW AGENT AS LIQUIDATED DAMAGES AND IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THEREFOREUPON ANY SUCH BREACH OR DEFAULT AND FAILURE TO CLOSE BY PURCHASER HEREUNDER, BY PLACING THEIR INITIALS BELOWTHIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE SURVIVING OBLIGATIONS AND THE RIGHT OF SELLER TO RETAIN SUCH XXXXXXX MONEY AND RECOVER ANY AMOUNTS SELLER IS ENTITLED TO UNDER SECTION 9.14, AND EXCEPT AS EXPRESSLY PROVIDED ABOVE. THE PARTIES ACKNOWLEDGE THAT AGREE THAT, UNDER THE EARNEST MONEY HAS BEEN AGREED UPXXCIRCUMSTANCES OF THIS TRANSACTION AND THE MARKETPLACE AT THE TIME HEREOF, XXXER NEGOTIATION, AS THE PARTIES' THIS LIQUIDATED DAMAGES PROVISION IS REASONABLE ESTIMATE OF AND IN ACCORDANCE WITH FLORIDA LAW. SELLER'S DAMAGES.’S INITIALS PURCHASER’S INITIALS

Purchaser’s Default. IF THIS TRANSACTION FAILS TO CLOSE DUE TO DEFAULT OF PURCHASER, SELLER’S SOLE REMEDY IN SUCH EVENT SHALL BE TO TERMINATE THIS AGREEMENT AND TO RETAIN THE EXXXXXX MONEY AS LIQUIDATED DAMAGES, SELLER WAIVING ALL EARNEST MONEY DEPOSITED INTO OTHER RIGHTS OR REMEDIES IN THE XXXXXX IS TO SECURE EVENT OF SUCH DEFAULT BY PURCHASER. THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PARTIES ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER UNDER THIS AGREEMENT WILL BE DIFFICULT TO ASCERTAIN, AND THAT SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR EXXXXXX MONEY BY SELLER IS INTENDED TO THE CLOSING DATECONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, THIS AGREEMENT SHALL THEN BECOME NULL 1676 AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL 1677 OF THE EARNEST MONEY CALIFORNIA CIVIL CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYSIMILAR PROVISION. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.____________ _______________ Seller’s Initials Purchaser’s Initials

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; HEREOF AND PURCHASER'S RIGHT TO RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY EXPENSES INCURRED IN THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER, THE PREPARATION OF PURCHASER'S FINANCING, AND THE PREPARATION OF THIS AGREEMENT, NOT TO EXCEED $50,000 IN THE AGGREGATE. THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF HAVE AGREED THAT SELLER'S DAMAGES ACTUAL DAMAGES, IN SUCH EVENTTHE EVENT OF A DEFAULT BY PURCHASER, AGREEING THAT AN AMOUNT EQUAL WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYDETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the Closing contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Properties in accordance with the terms of this Agreement after Sellers have performed or tendered performance of all of their material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Sellers and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE XXXXXX IS FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLERS IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SELLERS IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLERS WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLERS’ DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLERS SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, HAS BEEN ESTABLISHED BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE AMOUNT OF SELLER'S DAMAGESTHE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLERS SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Sellers’ right to damages arising due to Purchaser’s failure to purchase the Properties in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, 5.3, 9.1, 11.8, or 11.18 of this Agreement.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; . THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF HAVE AGREED THAT SELLER'S DAMAGES ACTUAL DAMAGES, IN SUCH EVENTTHE EVENT OF A DEFAULT BY PURCHASER, AGREEING THAT AN AMOUNT EQUAL WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYDETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. 11. SELLER'S DEFAULT. IF THIS SALE IS NOT COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE RETURN OF ALL EARNEST MONEY TOGETHER WITH ANY XXXXXXXT ACCRUED THEREON, AND THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH MORE FULLY IN PARAGRAPH 7 AND PURCHASER'S RIGHT TO RECEIVE FROM SELLER ITS ACTUAL, DOCUMENTED THIRD PARTY OUT-OF-POCKET EXPENSES INCURRED IN THE PERFORMANCE OF ITS DUE DILIGENCE HEREUNDER AND THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT, NOT TO EXCEED $100,000 IN THE AGGREGATE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER'S DEFAULT IS ITS INTENTIONAL REFUSAL TO DELIVER THE DEED, THE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE OR ANY OF THE OTHER CLOSING DOCUMENTS SET FORTH IN PARAGRAPH 9.2, THEN PURCHASER WILL BE ENTITLED TO SPECIFIC PERFORMANCE.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY If (i) Purchaser has not deposited the Xxxxxxx Money within the time period provided in Section 3.2(a), and/or (ii) Purchaser is in material default of its covenants or obligations under this Agreement such that the conditions to closing set forth in Article VIII cannot be satisfied (other than those conditions which by their nature will not be satisfied until the Closing) (each a “Purchaser Default”), then Facilitator, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser and Escrow Agent, and, with respect to a Purchaser Default described in subsections (ii) above, Escrow Agent shall then disburse the Xxxxxxx Money to Facilitator within one (1) Business Day after such termination. In the event of such termination, Facilitator (and the Hotel Owners) and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive termination. In no event shall Purchaser be personally liable for any damages. PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF AGREES THAT IF THIS AGREEMENT ON OR PRIOR IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE CLOSING DATEDAMAGES THAT FACILITATOR WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, THIS AGREEMENT PURCHASER AGREES THAT FACILITATOR SHALL THEN BECOME NULL RETAIN THE XXXXXXX MONEY AS FULL AND VOID COMPLETE LIQUIDATED DAMAGES AND OF NO EFFECT AS FACILITATOR’S SOLE AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER FACILITATOR SHALL RETAIN ALL OF THE EARNEST MONEY RIGHTS AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S THOSE OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; WHICH EXPRESSLY SURVIVE SUCH TERMINATION. WHILE THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENTHAVE AGREED THAT NEW YORK LAW SHALL GOVERN AS TO THIS AGREEMENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOFEXTENT CALIFORNIA LAW SHALL APPLY, AND INTENDING THAT THE PAYMENT OF SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND IS NOT INTENDED AS A PENALTYFORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO FACILITATOR PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.Facilitator’s Initials: /s/ TCF Purchaser’s Initials: /s/ TB

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Properties in accordance with the terms of this Agreement, and if such default is not cured within ten (10) days from written notice thereof from Seller to Purchaser, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Purchaser shall have no further obligations to each other. PURCHASER AND SELLER ACKNOWLEDGE THAT THE XXXXXX IS DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLER IN THE EVENT OF A DEFAULT BREACII OF TIIIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE PURCHASER DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE PROVISIONS CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT ON OR PRIOR AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO THE CLOSING DATERETAIN TILE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR AND IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT EQUITY, FOR PURCHASER'S OBLIGATIONS ’S FAILURE TO INDEMNIFY SELLER AND RESTORE PURCHASE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; ACCORDANCE WITH THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY TERMS OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYTHIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESSection 10.3.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Subject Interests in accordance with the terms of this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2, Sellers and Purchaser shall have no further obligations to each other. PURCHASER AND SELLERS ACKNOWLEDGE THAT THE XXXXXX IS DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLERS IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO THE CLOSING DATEDETERMINE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL WOULD BE SUFFERED BY SELLERS IF THE TRANSACTION SHOULD FAIL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, CLOSE AND INTENDING THAT SUCH AMOUNT ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLERS AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. SUBJECT TO SECTION 11.9. PURCHASER AND SELLERS AGREE THAT SELLERS’ RIGHT TO RETAIN THE DEPOSIT SHALL BE PAID AS AGREED LIQUIDATED DAMAGES SELLERS’ SOLE REMEDY, AT LAW AND NOT AS A PENALTYIN EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE SUBJECT INTERESTS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.Back to Contents

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO SECURE ASCERTAIN THE TIMELY PERFORMANCE ACTUAL DAMAGES SUFFERED BY PURCHASER SELLER AS A RESULT OF ITS OBLIGATIONS PURCHASER'S DEFAULT HEREUNDER, AND UNDERTAKINGS THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF A DEFAULT OF THE BY PURCHASER UNDER THE PROVISIONS TERMS OF THIS AGREEMENT ON OR PRIOR AGREEMENT, SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL XXXXXXX MONEY AS LIQUIDATED DAMAGES AND VOID AND OF NO EFFECT AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS UNDER PARAGRAPH 4 HEREOF. MS /s/ AWT ---------------------- ------------------------------ SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR INITIALS PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.INITIALS

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IN THE XXXXXX IS EVENT PURCHASER FAILS TO SECURE COMPLETE THE TIMELY PERFORMANCE PURCHASE OF THE PROPERTY AS CONTEMPLATED HEREIN FOR ANY REASON WHATSOEVER RELATED TO THE FAILURE BY PURCHASER OF TO PERFORM ITS OBLIGATIONS HEREUNDER, PURCHASER AND UNDERTAKINGS UNDER THIS AGREEMENTSELLER HEREBY AGREE THAT THE DEPOSIT (INCLUDING ALL INTEREST EARNED THEREON) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR OTHER FAILURE HEREUNDER BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYDETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY AMOUNT OF THE DEPOSIT (INCLUDING INTEREST EARNED THEREON) HAS BEEN AGREED UPXXUPON, XXXER NEGOTIATIONAFTER NEGOTIATION AND TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESDAMAGES AS WELL AS THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT COULD BE ANTICIPATED 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, IN THE EVENT OF A DEFAULT OR OTHER FAILURE BY PURCHASER UNDER THIS AGREEMENT ON THE PART OF PURCHASER. IN PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS Should Purchaser fail to perform this Contract within ten (10) days after written notice from Seller, Seller may, as its sole and exclusive remedy, (i) waive the effect of such default and proceed to consummate the Contract, or (ii) terminate this Contract whereupon the Xxxxxxx Money shall be released to Seller as liquidated damages, as set forth below: IF PURCHASER FAILS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF PERFORM ITS OBLIGATIONS AND UNDERTAKINGS UNDER PURSUANT TO THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON CONTRACT AT OR PRIOR TO THE CLOSING DATEFOR ANY REASON EXCEPT FAILURE BY SELLER TO PERFORM HEREUNDER, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OR IF PRIOR TO CLOSING BUT AFTER THE FEASIBILITY PERIOD ANY ONE OR MORE OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN EQUITY EXCEPT THAT ANY MATERIAL RESPECT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX BE ENTITLED, AS SELLER'S ITS SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND (EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH PROVIDED IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENTSECTIONS 4(d), AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF12, AND INTENDING THAT SUCH AMOUNT BE PAID 14 HEREOF), TO TERMINATE THIS CONTRACT AND RECOVER OR RETAIN, AS AGREED APPLICABLE, THE XXXXXXX MONEY AS LIQUIDATED DAMAGES AND NOT AS PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST PURCHASER HEREUNDER. SELLER AND PURCHASER AGREE THAT SELLER’S DAMAGES RESULTING FROM PURCHASER’S DEFAULT ARE DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE AND THE XXXXXXX MONEY IS A PENALTYFAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXXPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, XXXER NEGOTIATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES1676 AND 1677.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement, THEN (a) this Agreement shall terminate; (b) the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. THE XXXXXX PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO THE SELLERS IN THE EVENT 111 <PAGE> OF A BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO SECURE RETAIN THE TIMELY PERFORMANCE DEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THE TERMS OF THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATENotwithstanding the foregoing, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENTbut only in the event that the Deposit is never paid to the Escrow Agent, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYthe Purchaser shall be liable for any direct and actual damages resulting from any breach by Purchaser of the express representations and warranties by the Purchaser set forth herein. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESSECTION 11.3.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the sale of the Property contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement, or if Purchaser shall default in the performance of any of its other material obligations to be performed on or before the Closing Date, and such Purchaser default is not the result of a Seller’s default as described in Section 9.3, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for the Effective Date Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, ACKNOWLEDGE THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE XXXXXX IS EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE DUE TO PURCHASER’S DEFAULT AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, HAS BEEN ESTABLISHED BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE AMOUNT OF SELLER'S DAMAGESTHE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 9.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the Effective Date Surviving Obligations of Purchaser under this Agreement. In no event shall Purchaser ever have any liability under this Agreement for indirect, consequential or punitive damages.

Purchaser’s Default. IF (1) THE CLOSING DOES NOT OCCUR AS A RESULT OF PURCHASER’S FAILURE TO PAY THE PURCHASE PRICE AND DELIVER THE DOCUMENTS LISTED IN SECTION 10(b) AND SECTION 10(c) ON OR BEFORE THE CLOSING DATE, WITH ALL EARNEST MONEY DEPOSITED INTO CONDITIONS TO PURCHASER’S OBLIGATION TO CLOSE HEREUNDER HAVING BEEN SATISFIED, OR (2) PURCHASER FAILS TO DELIVER THE XXXXXX IS DEPOSIT AS REQUIRED BY SECTION 2(a)(i) HEREOF, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO SECURE (1) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE TIMELY PERFORMANCE BY DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AND (2) WITHIN TEN (10) BUSINESS DAYS AFTER THE PURCHASER’S DEFAULT, AT SELLER’S OPTION, SELL THE INTERESTS TO ARS VI INVESTOR I, LP OR AN AFFILIATE THEREOF, FOR A PURCHASE PRICE AT LEAST EQUAL TO NINETY SEVEN PERCENT OF THE OFFER PRICE SPECIFIED IN THE OFFER NOTICE DATED MAY 4, 2018 DELIVERED TO PURCHASER PURSUANT TO SECTION 8.2 OF EACH OF THE JV AGREEMENTS WITHOUT COMPLYING WITH THE TERMS OF SECTION 8.3 OF EACH OF THE JV AGREEMENTS (THE “TAG ALONG PROVISIONS”), AND IN CONNECTION THEREWITH, WITHOUT ANY FURTHER ACTION OR OTHER NOTICE BEING REQUIRED TO BE PROVIDED TO PURCHASER, PURCHASER HEREBY AGREES THAT ANY AND ALL RIGHTS IT OR ITS OBLIGATIONS AFFILIATES HAVE UNDER THE TAG ALONG PROVISIONS SHALL BE DEEMED TO HAVE BEEN IMMEDIATELY AND UNDERTAKINGS UNDER AUTOMATICALLY WAIVED WITH RESPECT TO SUCH SALE TO ARS VI INVESTOR I, LP OR AN AFFILIATE THEREOF WITHIN SUCH TEN (10) BUSINESS DAY PERIOD, WITHOUT ANY ACTION ON ITS OR SUCH AFFILIATES’ PART WHATSOEVER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT OF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PURCHASER UNDER PARTIES HAVE AGREED THAT, CONSIDERING ALL THE PROVISIONS CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATEAGREEMENT, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT, IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL . THE PAYMENT OF THE DEPOSIT TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID SELLER AS AGREED LIQUIDATED DAMAGES AND UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THEREFORE, BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE PARTIES ACKNOWLEDGE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE EARNEST MONEY HAS BEEN AGREED UPXXTIME THIS AGREEMENT WAS MADE, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE CONSEQUENCES OF SELLER'S DAMAGES.THIS LIQUIDATED DAMAGES PROVISION. INITIALS: /S/ JR /s/ TL Seller Purchaser

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations or any other provisions of this Agreement that by their terms expressly survive termination, Seller and Purchaser shall have no further obligations to each other. THE XXXXXX IS PARTIES HERETO ACKNOWLEDGE THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND NOT AS SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A PENALTYFAILURE BY PURCHASER TO PURCHASE THE PROPERTY. THEREFORE, BY PLACING THEIR INITIALS INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT EXPRESSLY UNDERSTAND AND AGREE TO THE EARNEST MONEY HAS BEEN AGREED UPXXFOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES. This Section 10.1 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the obligations of Purchaser pursuant to Sections 5.1, XXXER NEGOTIATION5.3, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES9.1, 11.8 or 11.17 of this Agreement.

Purchaser’s Default. IN THE EVENT (a) ALL EARNEST MONEY DEPOSITED INTO OF THE XXXXXX IS CONDITIONS TO SECURE THE TIMELY THIS AGREEMENT SHALL HAVE BEEN SATISFIED OR WAIVED: (b) SELLER SHALL HAVE FULLY PERFORMED OR TENDERED PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS HEREUNDER; (c) PURCHASER SHALL FAIL TO PERFORM ITS OBLIGATION HEREUNDER; AND UNDERTAKINGS UNDER (d) THE CLOSING SHALL FAIL TO OCCUR SOLELY AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, THEN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER’S FAILURE TO CLOSE, THE ENTIRE AMOUNT OF THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE IMMEDIATELY PAID TO SELLER. PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THE AMOUNT OF THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENTAGREEMENT FAILS TO CLOSE. PURCHASER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX BY PURCHASER AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESPROVIDED ABOVE.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the Meditrust Entities shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement, THEN (a) this Agreement shall terminate; (b) the Deposit shall be promptly paid to and retained by the Sellers as liquidated damages; and (c) except for (i) the indemnification set forth in Section 4.1 and Article 9 hereof and (ii) compliance with the provisions of Section 4.3 hereof, the Sellers and the Purchaser shall have no further obligations to each other. THE XXXXXX IS PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLERS IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLERPURCHASER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOWDOCUMENTS, THE PARTIES ACKNOWLEDGE THAT SELLERS' RIGHT TO RETAIN THE EARNEST MONEY HAS BEEN AGREED UPXXDEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, XXXER NEGOTIATIONAT LAW AND IN EQUITY, AS FOR ANY BREACH BY THE PARTIES' REASONABLE ESTIMATE PURCHASER OF SELLER'S DAMAGESTHE TERMS OF THIS AGREEMENT. Notwithstanding the foregoing, but only in the event that the Deposit is never paid to the Escrow Agent, the Purchaser shall be liable for any direct and actual damages resulting from any breach by Purchaser of the express representations and warranties by the Purchaser set forth herein.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IF (A) PRIOR TO THE XXXXXX DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, PURCHASER FAILS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (3) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (B) THE CLOSING SHALL NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, IN EACH CASE, SELLER’S SOLE AND UNDERTAKINGS EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF A THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE PURCHASER UNDER THE PROVISIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT ON OR PRIOR AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE CLOSING DATE, EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYPURCHASER DEFAULT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXXPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, XXXER NEGOTIATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, AS THE PARTIES' REASONABLE ESTIMATE OF 1676 AND 1677. /s/ DES /s/ VP SELLER'S DAMAGES.’S INITIALS PURCHASER’S INITIALS ROFO Property Address: 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 ROFO Property No: 3319

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, and such default continues for ten (10) days after notice from Seller, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE XXXXXX IS FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, HAS BEEN ESTABLISHED BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE AMOUNT OF SELLER'S DAMAGESTHE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the Purchaser’s Surviving Obligations.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the sale contemplated hereby is not consummated because of a default by Purchaser after Seller has performed or tendered performance of all of its obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for those obligations that expressly survive the termination of this Agreement, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE XXXXXX IS FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER’S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, HAS BEEN ESTABLISHED BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE AMOUNT OF SELLER'S DAMAGESTHE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. This Section 10.2 is intended only to liquidate and limit Seller’s right to damages arising due to Purchaser’s failure to purchase the Property in accordance with the terms of this Agreement and shall not limit the other obligations of Purchaser under this Agreement.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY If (i) Purchaser has not deposited the Earnest Xxxxx xithin the time period provided in Section 3.3(a), (ii) at any time prior to the Closing, Purchaser is in material breach or default of its covenants or obligations under this Agreement, which breach or default is not caused by a Seller Default, or (iii) at the Closing, Purchaser has not satisfied any one or more Seller Closing Conditions to be satisfied by Purchaser at or prior to the Closing (each, a “Purchaser Default”), and, if such Purchaser Default is the first Purchaser Default, Purchaser has not cured such Purchaser Default within three (3) Business Days after Purchaser’s receipt of written notice of such Purchaser Default from Seller, then Seller, as its sole and exclusive remedy, may elect to terminate this Agreement by providing written notice to Purchaser, in which case Purchaser shall cause Escrow Agent to disburse the Earnest Xxxxx xo Seller within two (2) Business Days after such termination, and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. Purchaser’s obligation to cause Escrow Agent to disburse the Earnest Xxxxx xo Seller shall survive such termination. SELLER AND PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF AGREE THAT IF THIS AGREEMENT ON OR PRIOR IS TERMINATED PURSUANT TO THIS SECTION 12.2, THE CLOSING DATEDAMAGES THAT SELLER WOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, THIS AGREEMENT SELLER AND PURCHASER AGREE THAT SELLER SHALL THEN BECOME NULL RETAIN THE EARNEST XXXXX XS FULL AND VOID COMPLETE LIQUIDATED DAMAGES AND OF NO EFFECT AS SELLER’S SOLE AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT EXCLUSIVE REMEDY FOR SUCH TERMINATION; PROVIDED, HOWEVER, THAT SELLER SHALL RETAIN ALL RIGHTS AND REMEDIES UNDER THIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCH TERMINATION. THE PAYMENT OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND IS NOT INTENDED AS A FORFEITURE OR PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER'S DAMAGES.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED If the sale contemplated hereby is not consummated because of a default by Purchaser in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) except for Purchaser's Surviving Obligations, Seller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE XXXXXX IS FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO SECURE PURCHASE THE TIMELY PERFORMANCE BY PURCHASER PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PARTIES, HAVING MADE A DILIGENT ENDEAVOR TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES WHICH SELLER WOULD SUFFER IN THE EVENT OF PURCHASER'S FAILURE TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS THE SUM EQUAL TO THE CLOSING DATEAMOUNT OF THE DEPOSIT. THEREFORE, IN THE EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER'S DEFAULT HEREUNDER OR THE FAIURE OF ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, SELLER SHALL THEN BECOME NULL BE ENTITLED TO AND VOID SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AS ITS SOLE REMEDY AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING EQUITY. THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF THE MONETARY DAMAGES SELLER WILL SUFFER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND NOT AS SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A PENALTYFAILURE BY PURCHASER TO PURCHASE THE PROPERTY. THEREFORE, BY PLACING THEIR INITIALS INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT EXPRESSLY UNDERSTAND AND AGREE TO THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S FOREGOING PROVISIONS RELATING TO LIQUIDATED DAMAGES.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IF (A) PRIOR TO THE XXXXXX DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, PURCHASER FAILS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (3) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (B) THE CLOSING SHALL NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, IN EACH CASE, SELLER’S SOLE AND UNDERTAKINGS EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE DEPOSIT AND ALL INTEREST THEREON TO SELLER AS FULL COMPENSATION AND LIQUIDATED DAMAGES; PROVIDED, HOWEVER, THAT SUCH TERMINATION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES UNDER THIS AGREEMENT, NOR WAIVE OR AFFECT PURCHASER’S AND SELLER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT IN THE EVENT THE CLOSING SHALL NOT OCCUR ON ACCOUNT OF A THE DEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE PURCHASER UNDER THE PROVISIONS OF TRANSACTION CONTEMPLATED BY THIS AGREEMENT ON OR PRIOR AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE CLOSING DATE, EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYPURCHASER DEFAULT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXXPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, XXXER NEGOTIATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, AS THE PARTIES' REASONABLE ESTIMATE OF 1676 AND 1677. /s/ DES /s/ VP SELLER'S DAMAGES’S INITIALS PURCHASER’S INITIALS RFR Property Address: 00000 Xxxxx Xxxxxxxxx Xxx., Xxxx Xxxxx, FL RFR Property No: 3339

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IN THE XXXXXX IS EVENT THAT THE CLOSING SHALL FAIL TO SECURE THE TIMELY PERFORMANCE OCCUR BY PURCHASER REASON OF ITS OBLIGATIONS AND UNDERTAKINGS PURCHASER’S DEFAULT UNDER THIS AGREEMENT. IN , PURCHASER AND SELLER AGREE THAT THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT DAMAGES THAT SELLER SHALL RETAIN ALL OF SUSTAIN AS A RESULT THEREOF SHALL BE SUBSTANTIAL AND SHALL BE DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER THEREFORE AGREE THAT IF THE EARNEST MONEY CLOSING SHALL FAIL TO OCCUR DUE TO PURCHASER’S DEFAULT HEREUNDER, SELLER’S REMEDY SHALL BE TO RECEIVE AS LIQUIDATED DAMAGES THE ENTIRE DEPOSIT (AND IN SUCH CIRCUMSTANCES PURCHASER SHALL JOIN WITH SELLER IN A WRITTEN INSTRUCTION TO ESCROW AGENT TO PAY THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT DEPOSIT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE IN THE PROPERTY AS MANNER SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENTSECTION 3.02), AGREEING THAT AN AMOUNT EQUAL AND THEREAFTER NEITHER PURCHASER NOR SELLER SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOFOTHER HEREUNDER, EXCEPT FOR SUCH LIABILITIES AND INTENDING THAT SUCH AMOUNT BE PAID OBLIGATIONS AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTYARE EXPRESSLY STATED TO SURVIVE THE TERMINATION OF THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXXPAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, XXXER NEGOTIATIONBUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER FOR ALL PURPOSES (INCLUDING PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, AS 1676 AND 1677). NOTWITHSTANDING THE PARTIES' REASONABLE ESTIMATE FOREGOING, SELLER SHALL HAVE ALL REMEDIES AVAILABLE AT LAW AND EQUITY IN THE EVENT THAT PURCHASER FAILS TO PERFORM ANY OF THE OTHER TERMS, COVENANTS, CONDITIONS AND AGREEMENTS TO BE PERFORMED BY PURCHASER HEREUNDER (I.E., OTHER THAN PURCHASER’S OBLIGATION TO CONSUMMATE THE CLOSING HEREUNDER), INCLUDING, WITHOUT LIMITATION, THE CONFIDENTIALITY PROVISIONS HEREOF. PURCHASER’S INITIALS INITIALS OF XXXXXXX X. XXXXXX, SELLER'S DAMAGES.’S AUTHORIZED AGENT

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If Purchaser should default under this Contract or any of the Purchaser Documents, including, but not limited to, the Access Agreement, Seller may elect to terminate this Contract by giving notice to Purchaser and Escrow Holder. The parties acknowledge that the damages that Seller will sustain as a result of such default will be substantial, but will be difficult to ascertain. Accordingly, the parties agree that if Seller shall elect to terminate this Contract as a result of Purchaser’s default, Escrow Holder is hereby directed to pay the Deposit to Seller, who shall retain the Deposit as and for its liquidated damages, in which event this Contract, the Seller Documents and the Purchaser Documents shall be null and void and of no further force or effect, except for the Surviving Obligations. THE XXXXXX IS PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO SECURE FIX, PRIOR TO SIGNING THIS CONTRACT, THE TIMELY PERFORMANCE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF PURCHASER OF FAILS TO PERFORM ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENTCONTRACT. THEREFORE, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT, WHICH AMOUNT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS UNDER THIS CONTRACT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A DEFAULT FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE §3275 OR §3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER UNDER CALIFORNIA CIVIL CODE §§1671, 1676 AND 1677. NOTHING CONTAINED IN THIS SECTION 10.1 SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (1) SELLER’S REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AGAINST PURCHASER WITH RESPECT TO ANY OBLIGATIONS OF PURCHASER THAT, BY THE TERMS OF THIS CONTRACT, SURVIVE THE CLOSING OR ANY TERMINATION OF THIS CONTRACT BEFORE THE CLOSING, INCLUDING, BUT NOT LIMITED TO, PURCHASER’S INDEMNIFICATION OBLIGATIONS UNDER THE ACCESS AGREEMENT (INCLUDING ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF ENFORCING SUCH INDEMNIFICATION OBLIGATIONS), OR (2) SELLER’S RIGHTS TO OBTAIN FROM PURCHASER ALL COSTS AND EXPENSES OF ENFORCING THE LIQUIDATED DAMAGE PROVISION CONTAINED IN THIS SECTION 10.1, INCLUDING ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 13.3 BELOW. THE PARTIES AGREE THAT SELLER WOULD SUFFER MATERIAL INJURY OR DAMAGE NOT COMPENSABLE BY THE PAYMENT OF MONEY IF PURCHASER WERE TO BREACH OR VIOLATE ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13.6 OF THIS CONTRACT. ACCORDINGLY, NOTWITHSTANDING THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR SECTION 10.1 ABOVE, IN ADDITION TO THE CLOSING DATEALL OTHER REMEDIES THAT SELLER MAY HAVE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR SELLER MAY BRING AN ACTION IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OR OTHERWISE FOR SPECIFIC PERFORMANCE TO ENFORCE COMPLIANCE WITH SUCH SECTION, OR AN INJUNCTION TO ENJOIN THE CONTINUANCE OF ANY SUCH BREACH OR VIOLATION THEREOF. PURCHASER AGREES TO WAIVE ANY REQUIREMENT FOR A BOND IN CONNECTION WITH ANY SUCH INJUNCTIVE OR OTHER EQUITABLE RELIEF. ACKNOWLEDGMENT AS TO ACCEPTANCE OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED IMMEDIATELY PRECEDING LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.PROVISION: Purchaser’s Initials Seller’s Initials

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO If the Sellers shall have performed or tendered performance of all of their material obligations under this Agreement and if the sale contemplated hereby is not consummated because of a default by the Purchaser in its obligation to purchase the Assets in accordance with the terms of this Agreement, which default is not cured by the Purchaser within three (3) Business Days after receipt of written notice from the Sellers, then (a) the Sellers may terminate this Agreement by written notice to the Purchaser and the Escrow Agent; (b) the Escrow Agent shall promptly pay the Deposit to the Sellers and the Deposit shall be retained by the Sellers as liquidated damages; (c) the Purchaser shall pay any fees and/or charges of the Escrow Agent for its services as Escrow Agent hereunder and (d) the parties hereto shall have no further rights, liabilities or obligations under this Agreement, except such rights, liabilities and obligations that expressly survive the termination of this Agreement. THE XXXXXX IS PURCHASER AND THE SELLERS ACKNOWLEDGE THAT THE DAMAGES TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. SELLERS IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS BREACH OF THIS AGREEMENT ON BY THE PURCHASER WOULD BE DIFFICULT OR PRIOR IMPOSSIBLE TO THE CLOSING DATEDETERMINE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S THE DEPOSIT REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL WOULD BE SUFFERED BY THE SELLERS IF THE TRANSACTION SHOULD FAIL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, CLOSE AND INTENDING THAT SUCH AMOUNT ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE AND UNDER THE CIRCUMSTANCES THAT THE SELLERS AND THE PURCHASER REASONABLY ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH. THE PURCHASER AND THE SELLERS AGREE THAT EXCEPT FOR MATTERS SPECIFICALLY SURVIVING THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT, THE SELLERS’ RIGHT TO RETAIN THE DEPOSIT SHALL BE PAID AS AGREED LIQUIDATED THE SELLERS’ SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THE TERMS OF THIS AGREEMENT. THE SELLERS IRREVOCABLY WAIVE THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND NOT AS A PENALTYSPECIFIC PERFORMANCE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGESThe provisions of this Section 11.2 shall survive any termination of this Agreement pursuant to this Section 11.2.

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO SECURE ASCERTAIN THE TIMELY PERFORMANCE ACTUAL DAMAGES SUFFERED BY PURCHASER SELLER AS A RESULT OF ITS OBLIGATIONS PURCHASER'S DEFAULT HEREUNDER, AND UNDERTAKINGS THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 1671, 1676, AND 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH. IN THE EVENT OF A DEFAULT OF THE BY PURCHASER UNDER THE PROVISIONS TERMS OF THIS AGREEMENT ON OR PRIOR AGREEMENT, SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL XXXXXXX MONEY AS LIQUIDATED DAMAGES AND VOID AND OF NO EFFECT AND THEREAFTER THE PARTIES HERETO SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER WHATSOEVER. THE LIMITATIONS ON PURCHASER'S LIABILITY UNDER THIS PARAGRAPH 15 SHALL BE INAPPLICABLE TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS UNDER PARAGRAPH 4 HEREOF. /s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx --------------------- ------------------------ SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR INITIALS PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY IS A REASONABLE FOXXXXXX THEREOF, AND INTENDING THAT SUCH AMOUNT BE PAID AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.INITIALS

Purchaser’s Default. ALL EARNEST MONEY DEPOSITED INTO IF PURCHASER IS IN DEFAULT OF THIS AGREEMENT AND SUCH DEFAULT REMAINS UNCURED AFTER TEN (10) DAYS AND SELLER ELECTS TO TERMINATE THIS AGREEMENT DUE TO PURCHASER’S DEFAULT, THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE DEPOSIT (PLUS ACCRUED INTEREST, IF ANY) SHALL BE FORFEITED BY PURCHASER AND RETAINED BY SELLER, SUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF ITS THE ESCROW AGREEMENT, AND BOTH PARTIES SHALL THEREAFTER BE RELEASED FROM ALL FURTHER OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT OF A DEFAULT OF THE PURCHASER PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE PROVISIONS OF THIS AGREEMENT ON OR PRIOR TO AND THAT THE CLOSING DATE, THIS AGREEMENT SHALL THEN BECOME NULL AND VOID AND OF NO EFFECT AND THE PARTIES SHALL HAVE NO FURTHER LIABILITY TO EACH OTHER AT LAW OR IN EQUITY EXCEPT THAT SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY AND EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF; THE PARTIES HERETO ACKNOWLEDGING THE DIFFICULTY OF MORE PRECISELY ASCERTAINING THE AMOUNT OF SELLER'S DAMAGES IN SUCH EVENT, AGREEING THAT AN AMOUNT EQUAL TO THE EARNEST MONEY DEPOSIT IS A REASONABLE FOXXXXXX THEREOFESTIMATE OF SUCH DAMAGES. THE DEPOSIT (PLUS ACCRUED INTEREST, AND INTENDING THAT SUCH AMOUNT IF ANY) SHALL, THEREFORE, BE PAID AS AGREED LIQUIDATED DAMAGES TO SELLER AND NOT AS A PENALTYRETENTION THEREOF SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IN THE EVENT SELLER ELECTS TO TERMINATE THIS AGREEMENT. THEREFORE, BY PLACING THEIR INITIALS BELOW, SELLER EXPRESSLY WAIVES THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE REMEDIES OF SELLER'S SPECIFIC PERFORMANCE AND ADDITIONAL DAMAGES.