Common use of Purchaser’s Default Clause in Contracts

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initials

Purchaser’s Default. Should If the sale contemplated hereby is not consummated because of a default by Purchaser defaultin 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, Seller then: (a) this Agreement shall terminate; (b) the Deposit shall be entitled paid to terminate this Agreement and retained by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages; and (c) except for Purchaser's Surviving Obligations, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTYSeller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO EXPRESSLY AGREE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT SELLER’S ACTUAL THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN AND 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 SUCH DAMAGESSAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE PAYMENT EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER'S DEFAULT HEREUNDER OR THE FAIURE OF SUCH AMOUNT ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AND AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR ITS SOLE REMEDY AT LAW OR IN EQUITY EQUITY. THE AMOUNT OF THE 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 SELLER SHALL BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE PROPERTY. BY INITIALING BELOW, THE PARTIES EXPRESSLY UNDERSTAND AND AGREE TO THE FOREGOING PROVISIONS RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsLIQUIDATED DAMAGES.

Purchaser’s Default. Should Purchaser defaultAFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofIF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS SHALL BE TO CLOSE TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE PURCHASE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE PROPERTYTERMINATION 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 HERETO EXPRESSLY ACKNOWLEDGE AND AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH DAMAGESEVENT. THE PAYMENT OF SUCH AMOUNT THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS SECTION 14.0AGREEMENT WAS MADE, SELLER AND PURCHASER AGREE THAT THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTPROVISION. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsINITIALS: CM DTF

Purchaser’s Default. Should Purchaser defaultIF 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, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofTHE DEPOSIT (PLUS ACCRUED INTEREST, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO IF ANY) SHALL BE FORFEITED BY PURCHASER AND RETAINED BY SELLER, SUBJECT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THE ESCROW AGREEMENT, AND BOTH PARTIES SHALL THEREAFTER BE RELEASED FROM ALL FURTHER OBLIGATIONS UNDER THIS AGREEMENT. PURCHASER AND SELLER AS ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE DEPOSIT (PLUS ACCRUED INTEREST, IF ANY) SHALL, THEREFORE, BE LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SELLER AND RETENTION THEREOF SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS FOR PURCHASER’S FAILURE TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE SELLER ELECTS 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF TERMINATE THIS AGREEMENT. SELLER EXPRESSLY WAIVES THE PROVISIONS REMEDIES OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsSPECIFIC PERFORMANCE AND ADDITIONAL DAMAGES.

Purchaser’s Default. Should Purchaser default(a) If Seller terminates this Agreement pursuant to Section 7.1(b), then Seller and Seller Parties’ sole and exclusive remedy shall be entitled to terminate receive the Initial E▇▇▇▇▇▇ Money plus any accrued interest from Escrow Agent as liquidated damages under this Agreement by giving Purchaser written notice thereof, (and Seller shall retain, as liquidated damages, the remainder of the E▇▇▇▇▇▇ MoneyMoney shall be refunded to Purchaser). Following the termination of this Agreement by Seller pursuant to Section 7.1(b), Seller, Seller Parties, Purchaser and Purchaser Parties shall have no further rights, obligations, or liabilities under this Agreement, except for those obligations and liabilities in this Agreement that expressly survive termination. Purchaser and Purchaser Parties shall in no event whatsoever be liable to Seller and Seller Parties for any other damages of any kind whatsoever, and, except as expressly set forth in this Section 7.3, Seller and Seller Parties hereby unconditionally and irrevocably waive any claim for monetary damages against Purchaser or Purchaser Parties arising out of this Agreement, which waiver shall survive the termination of this Agreement. IN CONNECTION WITH THE AMOUNT PAID TO FOREGOING, THE PARTIES RECOGNIZE THAT SELLER AND RETAINED SELLER PARTIES WILL INCUR EXPENSES AND REPUTATIONAL HARM IF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS TERMINATED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE SECTION 7.1(b); FURTHER, THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE IT IS EXTREMELY DIFFICULT OR AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER AND SELLER PARTIES CAUSED BY THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 7.1(b), AND THAT THE AMOUNT OF THE DEPOSIT INITIAL E▇▇▇▇▇▇ MONEY (TOGETHER WITH INTEREST EARNED THEREON) REPRESENTS THE PARTIES’ REASONABLE BEST CURRENT ESTIMATE OF SUCH DAMAGES. DETRIMENT AND RECEIPT OF 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 INITIAL E▇▇▇▇▇▇ MONEY (TOGETHER WITH INTEREST EARNED THEREON) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SELLER PARTIES PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 APPLICABLE LAW AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD WILL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIRPENALTY. (b) If Seller terminates this Agreement pursuant to Section 7.1(c), INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ then Seller and Seller Parties’ sole and exclusive remedy shall be to receive the E▇▇▇▇▇▇ Money (inclusive of the Initial E▇▇▇______ ___/s/ S▇▇▇▇ Money and the Additional E▇▇▇▇_ ▇▇ Money plus any accrued interest) from Escrow Agent as liquidated damages under this Agreement. Following the termination of this Agreement by Seller pursuant to Section 7.1(c), Seller's Initials Purchaser's Initials, Seller Parties, Purchaser and Purchaser Parties shall have no further rights, obligations, or liabilities under this Agreement, except for those obligations and liabilities in this Agreement that expressly survive termination. Purchaser and Purchaser Parties shall in no event whatsoever be liable to Seller and Seller Parties for any other damages of any kind whatsoever, and, except as expressly set forth in this Section 7.3, Seller and Seller Parties hereby unconditionally and irrevocably waive any claim for monetary damages against Purchaser or Purchaser Parties arising out of this Agreement, which waiver shall survive the termination of this Agreement. IN CONNECTION WITH THE FOREGOING, THE PARTIES RECOGNIZE THAT SELLER AND SELLER PARTIES WILL INCUR EXPENSES AND REPUTATIONAL HARM IF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS TERMINATED BY SELLER PURSUANT TO SECTION 7.1(c); FURTHER, THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER AND SELLER PARTIES CAUSED BY THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 7.1(c), AND THAT THE E▇▇▇▇▇▇ MONEY (INCLUSIVE OF THE INITIAL E▇▇▇▇▇▇ MONEY AND THE ADDITIONAL E▇▇▇▇▇▇ MONEY PLUS ANY ACCRUED INTEREST) REPRESENTS THE PARTIES’ BEST CURRENT ESTIMATE OF SUCH DETRIMENT AND RECEIPT OF THE E▇▇▇▇▇▇ MONEY (TOGETHER WITH INTEREST EARNED THEREON) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND SELLER PARTIES PURSUANT TO APPLICABLE LAW AND WILL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT IF (A) PRIOR TO THE FOREGOING SENTENCE DATE THAT IS THREE (3) DAYS BEFORE THE CLOSING DATE, PURCHASER FAILS TO PERFORM ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WITHIN THREE (3) DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER, OR (B) THE CLOSING SHALL BE NOT OCCUR AS THE RESULT OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, IN EACH CASE, SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS SHALL BE TO CLOSE TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO ESCROWEE AND PURCHASER, AND UPON SUCH TERMINATION, ESCROWEE SHALL IMMEDIATELY DELIVER THE PURCHASE 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 THE PROPERTYDEFAULT OF PURCHASER, SELLER SHALL INCUR EXPENSES AND LOSSES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH BREACH BY PURCHASER AND THE FAILURE OF THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS OF RESULT OF SUCH PURCHASER DEFAULT. 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 SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ DDES /s/ VP RFR Property Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initials▇, FL RFR Property No: 3339

Purchaser’s Default. Should Purchaser defaultIF PURCHASER SHALL DEFAULT IN THE (A) PERFORMANCE OF ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT PRIOR TO THE CLOSING AND FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) BUSINESS DAYS AFTER WRITTEN NOTICE THEREOF FROM SELLER TO PURCHASER (PROVIDED THAT, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofNOTWITHSTANDING THE FOREGOING, and Seller shall retainSUCH TEN (10) BUSINESS DAY NOTICE AND CURE PERIOD SHALL NOT APPLY WITH RESPECT TO THE FAILURE OF PURCHASER TO (I) PERFORM ANY OF ITS OBLIGATIONS AT CLOSING OR (II) CONSUMMATE THE CLOSING ON THE CLOSING DATE, as liquidated damagesWHICH WILL BE DEEMED AN IMMEDIATE DEFAULT BY PURCHASER) AND/OR (B) PERFORMANCE OF ANY OF ITS OBLIGATIONS AT CLOSING AND/OR (C) CONSUMMATION OF THE CLOSING ON THE CLOSING DATE, the ETHEN SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDIES AT LAW OR IN EQUITY, FOR SUCH DEFAULT, TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON NO PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (EXCEPT FOR THOSE PROVISIONS HEREOF WHICH EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT), AND ESCROWEE SHALL DELIVER THE ▇▇▇▇▇▇▇ Money. THE AMOUNT PAID MONEY TO AND RETAINED BY SELLER AS SELLER, WHICH SHALL CONSTITUTE LIQUIDATED DAMAGES PURSUANT TO HEREUNDER. IN CONNECTION WITH THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. FOREGOING, THE PARTIES HERETO EXPRESSLY AGREE RECOGNIZE THAT SELLER WILL INCUR EXPENSE IN CONNECTION WITH THE TRANSACTION AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN IT IS EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN THE EVENT EXTENT OF DETRIMENT TO SELLER CAUSED BY SUCH 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE AS A DEFAULT RESULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsPURCHASER’S DEFAULT.

Purchaser’s Default. Should In the event of material non-performance, material default or material breach of this Agreement by Purchaser defaultthat results in the failure to consummate this Agreement (a "Default"), then Seller may at its sole option take any of the following courses of action: 14.1.1 terminate this Agreement and draw upon the Earn▇▇▇ ▇▇▇ey Deposit, as liquidated damages, as follows: IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE ASSETS ON OR BEFORE THE CLOSING DATE, THEN PURCHASER AND SELLER AGREE THAT SELLER WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT WHICH ARE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN SELLER'S DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE EARN▇▇▇ ▇▇▇EY DEPOSIT PLUS INTEREST ACCRUED ON IT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. ACCORDINGLY, IF PURCHASER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE ASSETS, SELLER SHALL HAVE THE RIGHT TO RETAIN AN AMOUNT EQUAL TO THE EARN▇▇▇ ▇▇▇EY DEPOSIT AS LIQUIDATED DAMAGES. THE ABOVE LIQUIDATED DAMAGES PROVISION SHALL CONSTITUTE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR PURCHASER'S DEFAULT IN ITS OBLIGATION TO PURCHASE THE ASSETS ON OR BEFORE THE CLOSING DATE. THE ABOVE LIQUIDATED DAMAGE PROVISION SHALL NOT APPLY TO NOR LIMIT (a) ANY INDEMNITY PROVISIONS AND DAMAGES RECOVERABLE BY SELLER UNDER THIS AGREEMENT, (b) ANY OF SELLER'S RIGHTS OR REMEDIES AS AGAINST PURCHASER FOR ANY BREACH ON OR BEFORE THE CLOSING DATE, NOR (c) ANY OF SELLER'S RIGHTS OR REMEDIES SPECIFIED IN SECTION 14.1.3, IN 50 52 EACH CASE, THAT ARE NOT RELATED TO PURCHASER'S DEFAULT IN IT'S OBLIGATION TO PURCHASE THE ASSETS. ------------------- ----------------------- Initials for Seller Initials for Purchaser; or 14.1.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity. 14.1.3 In the event Seller elects first to enforce this Agreement by specific performance and at any time during pursuit of enforcement elects not to pursue specific performance, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofpursue its remedies under Subsection 14.1.1 as if it had elected to do so as above set forth, and Seller such subsequent election to pursue its courses of action under Subsection 14.1.1 shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initialsbe deemed to be an election of remedies at that time and not before.

Purchaser’s Default. Should 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 defaultin its obligation to purchase the Assets in accordance with the terms of this Agreement, Seller THEN (a) this Agreement shall terminate; (b) the Deposit shall be entitled promptly paid to terminate this Agreement and retained by giving Purchaser written notice thereof, and Seller shall retain, 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 E▇▇▇▇▇▇ MoneySellers and the Purchaser shall have no further obligations to each other. THE AMOUNT PAID TO PURCHASER AND RETAINED BY SELLER AS LIQUIDATED THE SELLERS ACKNOWLEDGE THAT THE DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES SELLERS IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN AND DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ' 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 DAMAGESESTIMATE 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 PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN PURCHASER AND THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER SELLERS AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER EARLIER TERMINATION OF THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN SECTION 8 THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING THE TERMS OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsNotwithstanding 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. Should Purchaser defaultIN THE EVENT (a) ALL OF THE CONDITIONS TO THIS AGREEMENT SHALL HAVE BEEN SATISFIED OR WAIVED: (b) SELLER SHALL HAVE FULLY PERFORMED OR TENDERED PERFORMANCE OF ITS OBLIGATIONS HEREUNDER; (c) PURCHASER SHALL FAIL TO PERFORM ITS OBLIGATION HEREUNDER; AND (d) THE CLOSING SHALL FAIL TO OCCUR SOLELY AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofTHEN, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS FOR PURCHASER’S FAILURE TO CLOSE CLOSE, THE PURCHASE ENTIRE AMOUNT OF THE PROPERTYDEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE IMMEDIATELY PAID TO SELLER. THE PARTIES HERETO EXPRESSLY PURCHASER AND SELLER HEREBY ACKNOWLEDGE AND AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN DETERMINE AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS (PLUS ALL INTEREST ACCRUED THEREON IF ANY) IS THE PARTIES’ REASONABLE BEST AND MOST ACCURATE ESTIMATE OF SUCH DAMAGES. DAMAGES SELLER WOULD SUFFER IN THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN EVENT THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED TRANSACTION PROVIDED FOR IN THIS SECTION 14.0, AGREEMENT FAILS TO CLOSE. PURCHASER AND SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED SELLER’S RIGHT TO RETAIN THE DEPOSIT (PLUS ALL INTEREST ACCRUED THEREON IF ANY) SHALL BE THE SOLE AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT EXCLUSIVE REMEDY OF SELLER IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT EVENT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 BREACH OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsBY PURCHASER AS PROVIDED ABOVE.

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the EALL EARNEST MONEY DEPOSITED INTO THE ▇▇▇▇▇▇ MoneyIS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE EVENT OF A DEFAULT OF THE PROPERTYPURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST T▇▇▇▇▇▇ AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE HAVE AGREED THAT SELLER’S 'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPRACTICAL TO ASCERTAIN AND DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS EARNEST MONEY HAS BEEN AGREED UP▇▇, ▇▇▇ER NEGOTIATION, AS THE PARTIES’ ' REASONABLE ESTIMATE OF SUCH SELLER'S DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES 11. SELLER'S DEFAULT. IF THIS SALE IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN COMPLETED BECAUSE OF SELLER'S DEFAULT, PURCHASER'S SOLE REMEDY SHALL BE THE MEANING RETURN OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ALL EARNEST MONEY TOGETHER WITH ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsT 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. Should If the sale contemplated hereby is not consummated because of a default by Purchaser default, after Seller shall has performed or tendered performance of all of its material obligations required to be entitled to terminate performed under this Agreement by giving Purchaser written notice thereofno later than the Closing, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller shall retain, as liquidated damages; and (c) except for those obligations that are herein stated to expressly survive the termination of this Agreement, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTYSeller and Purchaser shall have no further obligations to each other. THE PARTIES HERETO EXPRESSLY AGREE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLER ACKNOWLEDGE THAT SELLER’S ACTUAL THE DAMAGES TO SELLER IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN AND 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 SUCH DAMAGESSAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE PAYMENT EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLER’S DEFAULT HEREUNDER OR THE FAILURE OF SUCH AMOUNT ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AND AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR ITS SOLE REMEDY AT LAW OR IN EQUITY RELATING TO A DEFAULT EQUITY. THE AMOUNT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS THE LIQUIDATED DAMAGES HAS BEEN ESTABLISHED BY THE PARTIES AS THE AMOUNT OF PURCHASER SET FORTH IN SECTION 8 THE MONETARY DAMAGES SELLER WILL SUFFER BASED UPON PURCHASER’S BREACH OF THIS AGREEMENT OR ANY AND THE FAILURE BY PURCHASER TO PURCHASE THE PROPERTY AND SELLER SHALL BE ENTITLED TO RECOVER NO OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING DAMAGES FROM PURCHASER BASED UPON A BREACH BY PURCHASER OF THIS AGREEMENT. AGREEMENT AND FAILURE BY PURCHASER TO PURCHASE THE PROVISIONS PROPERTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN RESPECT OF PURCHASER’S BREACH OF THIS SECTION 14.0 SHALL SURVIVE AGREEMENT AND FAILURE TO PURCHASE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsPROPERTY BEING HEREIN EXPRESSLY WAIVED BY SELLER.

Purchaser’s Default. Should Purchaser defaultIF (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, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofWITH ALL CONDITIONS TO PURCHASER’S OBLIGATION TO CLOSE HEREUNDER HAVING BEEN SATISFIED, and Seller shall retainOR (2) PURCHASER FAILS TO DELIVER THE DEPOSIT AS REQUIRED BY SECTION 2(a)(i) HEREOF, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS SHALL BE TO CLOSE (1) TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE 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 PROPERTYOFFER 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 AFFILIATES HAVE UNDER THE TAG ALONG PROVISIONS SHALL BE DEEMED TO HAVE BEEN IMMEDIATELY AND 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 HERETO EXPRESSLY ACKNOWLEDGE AND AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ DEPOSIT, IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH DAMAGESEVENT. THE PAYMENT OF SUCH AMOUNT THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS SECTION 14.0AGREEMENT WAS MADE, SELLER AND PURCHASER AGREE THAT THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTPROVISION. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __INITIALS: /S/ JR /s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsTL

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO AND RETAINED ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE PROPERTYDAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS SECTION 1671, 1676 1676, AND 1677. NOTWITHSTANDING ANYTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE CONTRARY LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 14.0PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER UNDER THE TERMS OF THIS AGREEMENT, SELLER SELLER'S SOLE AND PURCHASER AGREE THAT THIS EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT 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 DEEMED OR CONSTRUED INAPPLICABLE TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTPARAGRAPH 4 HEREOF. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___▇▇▇ /s/ S▇▇▇▇▇▇▇ ▇. ▇▇▇_ Seller's Initials Purchaser's Initials▇▇▇▇▇ --------------------- ------------------------ SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. Should If the Closing contemplated hereby is not consummated because of a default by Purchaser defaultin 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, Seller then: (a) this Agreement shall terminate; (b) the Deposit shall be entitled paid to terminate this Agreement and retained by giving Purchaser written notice thereof, and Seller shall retain, Sellers as liquidated damages; and (c) except for Purchaser’s Surviving Obligations, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTYSellers and Purchaser shall have no further obligations to each other. THE PARTIES HERETO EXPRESSLY AGREE HERETO, BEFORE ENTERING INTO THIS AGREEMENT, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLERS IN THE EVENT THAT PURCHASER SHOULD FAIL TO PURCHASE THE PROPERTY SUBJECT TO AND IN ACCORDING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. PURCHASER AND SELLERS ACKNOWLEDGE THAT SELLER’S ACTUAL THE DAMAGES TO SELLERS IN THE EVENT OF A DEFAULT BREACH OF THIS AGREEMENT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN AND 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 SUCH DAMAGESSAID DAMAGES IS THE SUM EQUAL TO THE AMOUNT OF THE DEPOSIT. THEREFORE, IN THE PAYMENT EVENT THAT THE SALE CONTEMPLATED HEREBY SHALL FAIL TO CLOSE FOR ANY REASON OTHER THAN SELLERS’ DEFAULT HEREUNDER OR THE FAILURE OF SUCH AMOUNT ANY CONDITION PRECEDENT IN FAVOR OF PURCHASER EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS SHALL BE ENTITLED TO AND SHALL RETAIN THE ENTIRE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AND AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR ITS SOLE REMEDY AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTEQUITY. THE PROVISIONS AMOUNT OF THIS SECTION 14.0 THE 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 SELLERS SHALL SURVIVE BE ENTITLED TO RECOVER NO OTHER DAMAGES FROM PURCHASER BASED SOLELY UPON A FAILURE BY PURCHASER TO PURCHASE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENTPROPERTY. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials This Section 10.2 is intended only to liquidate and limit Sellers’ right to damages arising due to Purchaser's Initials’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. Should Purchaser defaultfail to perform this Contract within ten (10) days after written notice from Seller, Seller shall be entitled may, as its sole and exclusive remedy, (i) waive the effect of such default and proceed to consummate the Contract, or (ii) terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, Contract whereupon the E▇▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY Money shall be released to Seller as liquidated damages, as set forth below: IF PURCHASER FAILS TO CLOSE PERFORM ITS OBLIGATIONS PURSUANT TO THIS CONTRACT AT OR PRIOR TO THE PURCHASE CLOSING FOR ANY REASON EXCEPT FAILURE BY SELLER TO PERFORM HEREUNDER, OR IF PRIOR TO CLOSING BUT AFTER THE FEASIBILITY PERIOD ANY ONE OR MORE OF PURCHASER’S REPRESENTATIONS OR WARRANTIES ARE BREACHED IN ANY MATERIAL RESPECT, SELLER SHALL BE ENTITLED, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED IN SECTIONS 4(d), 12, AND 14 HEREOF), TO TERMINATE THIS CONTRACT AND RECOVER OR RETAIN, AS APPLICABLE, THE PROPERTY▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ MONEY IS A FAIR ESTIMATE OF THOSE DAMAGES WHICH HAS BEEN AGREED TO IN AN EFFORT TO CAUSE THE AMOUNT OF SUCH DAMAGES TO BE CERTAIN. 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initials.

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO AND RETAINED ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE PROPERTYDAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS SECTION 1671, 1676 1676, AND 1677. NOTWITHSTANDING ANYTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE CONTRARY LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 14.0, SELLER AND PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY UNDER THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 TERMS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DEFAULT OR ANY OTHER PROVISIONS WHICH ARE INTENDED FAILURE TO SURVIVE TERMINATION OR CLOSING OF THIS CLOSE UNDER THE RELATED AGREEMENT. ), SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES 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 THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER PARAGRAPH 4 HEREOF. /s/ A.W.T. _________________ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initials-------------------- SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. Should Purchaser defaultIN THE EVENT THAT THE CLOSING SHALL FAIL TO OCCUR BY REASON OF PURCHASER’S DEFAULT UNDER THIS AGREEMENT, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofPURCHASER AND SELLER AGREE THAT THE DAMAGES THAT SELLER SHALL SUSTAIN AS A RESULT THEREOF SHALL BE SUBSTANTIAL AND SHALL BE DIFFICULT TO ASCERTAIN. PURCHASER AND SELLER THEREFORE AGREE THAT IF THE CLOSING SHALL FAIL TO OCCUR DUE TO PURCHASER’S DEFAULT HEREUNDER, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID SELLER’S REMEDY SHALL BE TO AND RETAINED BY SELLER RECEIVE AS LIQUIDATED DAMAGES PURSUANT THE ENTIRE DEPOSIT (AND IN SUCH CIRCUMSTANCES PURCHASER SHALL JOIN WITH SELLER IN A WRITTEN INSTRUCTION TO ESCROW AGENT TO PAY THE DEPOSIT TO SELLER IN THE MANNER SET FORTH IN SECTION 3.02), AND THEREAFTER NEITHER PURCHASER NOR SELLER SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE OTHER HEREUNDER, EXCEPT FOR SUCH LIABILITIES AND EXCLUSIVE REMEDY IF PURCHASER FAILS OBLIGATIONS AS ARE EXPRESSLY STATED TO CLOSE SURVIVE THE PURCHASE TERMINATION OF THE PROPERTYTHIS AGREEMENT. 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 FOR ALL PURPOSES (INCLUDING PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0FOREGOING, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE SHALL HAVE ALL REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR AND EQUITY IN EQUITY RELATING THE EVENT THAT PURCHASER FAILS TO A DEFAULT PERFORM ANY OF ANY REPAIRTHE OTHER TERMS, INDEMNIFICATIONCOVENANTS, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF CONDITIONS AND AGREEMENTS TO BE PERFORMED BY PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY HEREUNDER (I.E., OTHER PROVISIONS WHICH ARE INTENDED THAN PURCHASER’S OBLIGATION TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE CONSUMMATE THE CLOSING OR HEREUNDER), INCLUDING, WITHOUT LIMITATION, THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsCONFIDENTIALITY PROVISIONS HEREOF.

Purchaser’s Default. Should If Purchaser defaultshould default under this Contract or any of the Purchaser Documents, including, but not limited to, the Access Agreement, Seller shall be entitled may elect to terminate this Agreement Contract by giving notice to Purchaser written notice thereofand Escrow Holder. The parties acknowledge that the damages that Seller will sustain as a result of such default will be substantial, and but will be difficult to ascertain. Accordingly, the parties agree that if Seller shall retainelect 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 E▇▇▇▇▇▇ MoneySeller Documents and the Purchaser Documents shall be null and void and of no further force or effect, except for the Surviving Obligations. THE AMOUNT PAID PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO AND RETAINED FIX, PRIOR TO SIGNING THIS CONTRACT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTYPERFORM ITS OBLIGATIONS UNDER THIS CONTRACT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL THEREFORE, SELLER SHALL BE ENTITLED TO LIQUIDATED 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 DEPOSIT, WHICH AMOUNT IS THE PARTIES’ REASONABLE BEST AND MOST ACCURATE ESTIMATE OF SUCH DAMAGESTHE 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 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 UNDER CALIFORNIA CIVIL CODE SECTIONS §§1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY NOTHING CONTAINED IN THIS SECTION 14.0, 10.1 SHALL SERVE TO WAIVE OR OTHERWISE LIMIT (1) SELLER’S REMEDIES OR DAMAGES FOR CLAIMS OF SELLER AND AGAINST PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED WITH RESPECT TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 THAT, BY THE TERMS OF THIS AGREEMENT CONTRACT, SURVIVE THE CLOSING OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTCONTRACT 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 SECTION 14.0 SHALL SURVIVE 10.1 ABOVE, IN ADDITION TO ALL OTHER REMEDIES THAT SELLER MAY HAVE, SELLER MAY BRING AN ACTION IN EQUITY OR OTHERWISE FOR SPECIFIC PERFORMANCE TO ENFORCE COMPLIANCE WITH SUCH SECTION, OR AN INJUNCTION TO ENJOIN THE CLOSING 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 EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ IMMEDIATELY PRECEDING LIQUIDATED DAMAGES PROVISION: Purchaser’s Initials Seller's Initials Purchaser's ’s Initials

Purchaser’s Default. Should Purchaser defaultIF PURCHASER DEFAULTS IN ITS OBLIGATIONS HEREUNDER AND SUCH DEFAULT RESULTS IN A FAILURE OF THE CLOSING TO OCCUR, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofTHE DEPOSIT, and Seller shall retainPLUS ANY INTEREST ACCRUED THEREON, as liquidated damages, the E▇▇▇▇▇▇ MoneySHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE 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. NOTWITHSTANDING ANYTHING TO SELLER HEREBY WAIVES THE CONTRARY CONTAINED IN THIS PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 14.0, 3389. SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR SHALL HAVE NO OTHER REMEDY WHETHER AT LAW OR EQUITY FOR ANY DEFAULT BY PURCHASER. NOTWITHSTANDING THE FOREGOING, IN EQUITY RELATING NO EVENT SHALL SELLER’S ABILITY TO A DEFAULT OF RECOVER FROM PURCHASER ANY REPAIRLOSS, INDEMNIFICATIONCOST, HOLD HARMLESS AND/DAMAGE OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 EXPENSE PURSUANT TO ANY INDEMNIFICATION OR OTHER PROVISIONS OF THIS AGREEMENT OR THAT SURVIVE CLOSING HEREUNDER BE DEEMED LIMITED IN ANY OTHER PROVISIONS WHICH ARE INTENDED RESPECT BY SELLER’S RECEIPT OF THE DEPOSIT, INCLUDING, BUT NOT LIMITED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTSECTION 5(a), SECTION 5(f), SECTION 7, AND SECTION 19(v). THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsSELLER’S INITIALS: PURCHASER’S INITIALS:

Purchaser’s Default. Should Purchaser default, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO AND RETAINED ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE PROVIDED FOR IN THIS PARAGRAPH REPRESENTS A REASONABLE ESTIMATE OF THE PROPERTYDAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE. 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 SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS SECTION 1671, 1676 1676, AND 1677. NOTWITHSTANDING ANYTHING THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE CONTRARY LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION 14.0, SELLER AND PARAGRAPH. IN THE EVENT OF DEFAULT BY PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY UNDER THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING TERMS OF THIS AGREEMENT. , SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO RECEIVE THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___▇ MONEY AS LIQUIDATED DAMAGES 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 THE LIABILITY OF PURCHASER FOR PAYMENTS, IF ANY, DUE BY PURCHASER TO SELLER UNDER PARAGRAPH 4 HEREOF. MS /s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsAWT ---------------------- ------------------------------ SELLER'S INITIALS PURCHASER'S INITIALS

Purchaser’s Default. Should Purchaser defaultIF THIS TRANSACTION FAILS TO CLOSE DUE TO DEFAULT OF PURCHASER, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the SELLER’S SOLE REMEDY IN SUCH EVENT SHALL BE TO TERMINATE THIS AGREEMENT AND TO RETAIN THE E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER MONEY AS LIQUIDATED DAMAGES PURSUANT TO DAMAGES, SELLER WAIVING ALL OTHER RIGHTS OR REMEDIES IN THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE EVENT OF THE PROPERTYSUCH DEFAULT BY PURCHASER. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY PURCHASER WOULD UNDER THIS AGREEMENT WILL BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN ASCERTAIN, AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS SUCH LIQUIDATED DAMAGES REPRESENT THE PARTIES’ REASONABLE BEST ESTIMATE OF SUCH DAMAGES. SUCH RETENTION OF 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 E▇▇▇▇▇▇ MONEY BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO 1677 OF THE CONTRARY CONTAINED IN THIS SECTION 14.0CALIFORNIA CIVIL CODE, SELLER AND PURCHASER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR CONSTRUED TO LIMIT IN ANY WAY PENALTY WITHIN THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT MEANING OF SECTION 3275 OR AT LAW OR IN EQUITY RELATING TO A DEFAULT SECTION 3369 OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT THE CALIFORNIA CIVIL CODE OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENTSIMILAR PROVISION. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇__________ ___/s/ S▇▇▇▇ ▇▇▇▇____________ Seller's ’s Initials Purchaser's ’s Initials

Purchaser’s Default. Should 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 defaultin its obligation to purchase the Assets in accordance with the terms of this Agreement, Seller THEN (a) this Agreement shall terminate; (b) the Deposit shall be entitled promptly paid to terminate this Agreement and retained by giving Purchaser written notice thereof, and Seller shall retain, 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 E▇▇▇▇▇▇ MoneySellers and the Purchaser shall have no further obligations to each other. THE AMOUNT PAID TO PURCHASER AND RETAINED BY SELLER AS LIQUIDATED THE SELLERS ACKNOWLEDGE THAT THE DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTY. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES SELLERS IN THE EVENT 111 <PAGE> OF A DEFAULT BREACH OF THIS AGREEMENT BY THE PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE IMPOSSIBLE TO ASCERTAIN AND DETERMINE, THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ' 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 DAMAGESESTIMATE 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 PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN PURCHASER AND THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER SELLERS AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED EXCEPT FOR (i) MATTERS SPECIFICALLY SURVIVING THE CLOSING OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER EARLIER TERMINATION OF THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND (OTHER THAN REPRESENTATIONS AND WARRANTIES) AND (ii) THE OBLIGATIONS OF THE PURCHASER SET FORTH IN SECTION 8 THE PURCHASER'S DOCUMENTS, THE SELLERS' RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SELLERS' SOLE REMEDY, AT LAW AND IN EQUITY, FOR ANY BREACH BY THE PURCHASER OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING THE TERMS OF THIS AGREEMENT. THE PROVISIONS OF THIS 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. SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's Initials11.

Purchaser’s Default. Should Purchaser defaultIN THE EVENT PURCHASER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS CONTEMPLATED HEREIN FOR ANY REASON WHATSOEVER RELATED TO THE FAILURE BY PURCHASER TO PERFORM ITS OBLIGATIONS HEREUNDER, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereof, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. PURCHASER AND SELLER HEREBY AGREE THAT THE AMOUNT DEPOSIT (INCLUDING ALL INTEREST EARNED THEREON) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS TO CLOSE THE PURCHASE OF THE PROPERTYDAMAGES. THE PARTIES HERETO EXPRESSLY HEREBY ACKNOWLEDGE AND AGREE AND ACKNOWLEDGE THAT SELLER’S 'S ACTUAL DAMAGES DAMAGES, IN THE EVENT OF A DEFAULT OR OTHER FAILURE HEREUNDER BY PURCHASER PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT REPRESENTS (INCLUDING INTEREST EARNED THEREON) HAS BEEN AGREED UPON, AFTER NEGOTIATION AND TAKING INTO CONSIDERATION ALL CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, AS THE PARTIES’ ' REASONABLE ESTIMATE OF SUCH DAMAGES. SELLER'S DAMAGES AS WELL AS THE PAYMENT RELATIONSHIP OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING SUM TO THE RANGE OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES HARM TO SELLER PURSUANT THAT COULD BE ANTICIPATED AND SUCH SUM SHALL BE PAID TO CALIFORNIA CIVIL CODE SECTIONS 1671AND RETAINED BY SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, 1676 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 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 14.0, SELLER AND PURCHASER AGREE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY AT THE REMEDIES AVAILABLE TO SELLER UNDER TIME THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsWAS MADE.

Purchaser’s Default. Should Purchaser defaultAFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, Seller shall be entitled to terminate this Agreement by giving Purchaser written notice thereofIF THE SETTLEMENT DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, and Seller shall retain, as liquidated damages, the E▇▇▇▇▇▇ Money. THE AMOUNT PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES PURSUANT TO THE FOREGOING SENTENCE SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IF PURCHASER FAILS SHALL BE TO CLOSE TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER, WHEREUPON THE PURCHASE DEPOSIT SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT HEREUNDER BY PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE PROPERTYTERMINATION 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 HERETO EXPRESSLY ACKNOWLEDGE AND AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER’S DEFAULT BY PURCHASER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH DAMAGESEVENT. THE PAYMENT OF SUCH AMOUNT THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671SELLER. BY PLACING THEIR INITIALS BELOW, 1676 EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND 1677. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS SECTION 14.0AGREEMENT WAS MADE, SELLER AND PURCHASER AGREE THAT THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER THIS AGREEMENT OR AT LAW OR IN EQUITY RELATING TO A DEFAULT OF ANY REPAIR, INDEMNIFICATION, HOLD HARMLESS AND/OR DEFEND OBLIGATIONS OF PURCHASER SET FORTH IN SECTION 8 OF THIS AGREEMENT OR ANY OTHER PROVISIONS WHICH ARE INTENDED TO SURVIVE TERMINATION OR CLOSING OF THIS AGREEMENTPROVISION. THE PROVISIONS OF THIS SECTION 14.0 SHALL SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT. __/s/ D▇▇▇▇ ▇▇▇▇▇▇▇▇______ ___/s/ S▇▇▇▇ ▇▇▇▇_ Seller's Initials Purchaser's InitialsINITIALS: