Common use of Liquidated Damages Clause in Contracts

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

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

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

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED MEMBER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY OV EACH AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES A MATERIAL DEFAULT OR RELIEF AT LAW BREACH HEREUNDER BY MEMBER AND/OR IN EQUITY ON ACCOUNT OF THE FAILURE OF CASE MEMBER FAILS TO PAY THE CLOSING SERVICE FEE PURSUANT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES TO OV WOULD BE EXTREMELY DIFFICULT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT IMPRACTICABLE TO CLAUSES (A) THROUGH (C)ASCERTAIN. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT BUYER OBJECTS TOOF A MATERIAL DEFAULT OR BREACH BY MEMBER, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE CONTENTS OF MEMBER’S VAULT (THE “VAULT CONTENTS”) SHALL SERVE AS LIQUIDATED DAMAGES, WHICH LIQUIDATED DAMAGES SHALL SERVE AS A REASONABLE ESTIMATE OF THE DEPOSIT OUT DAMAGES TO OV, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF STORING THE VAULT SPACE CONTENTS, UNREIMBURSED PICK-UP AND DELIVERY COSTS INCURRED BY OV AT MEMBER’S DIRECTION AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. MEMBER’S ABANDONMENT OF THE ESCROWVAULT SPACE CONTENTS AND THE RETENTION OF VAULT SPACE CONTENTS BY OV SHALL BE OV’S SOLE AND EXCLUSIVE REMEDY AGAINST MEMBER FOR A MATERIAL BREACH OR DEFAULT BY CUSTOMER HEREUNDER, AND OV WAIVES ANY AND ALL RIGHT TO SEEK OTHER REMEDIES AGAINST MEMBER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND PAYMENT OF PAST DUE SERVICE FEES. THE RETENTION OF VAULT SPACE CONTENTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. OV HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON ANY SUCH BREACH OR DEFAULT BY MEMBER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ALL ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF THE REMEDIES OTHERWISE AVAILABLE SELLER TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________RETAIN SUCH LIQUIDATED DAMAGES.

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

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

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

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

Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATION TO PURCHASE THE PARTIES HAVE DISCUSSED AND NEGOTIATED PROPERTY IN GOOD FAITH ACCORDANCE WITH THE QUESTION TERMS OF THIS AGREEMENT, THE ENTIRE AMOUNT OF THE DEPOSIT AND ALL INTEREST ACCRUED THEREON, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES FOR SUCH DEFAULT. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED DIFFICULT OR IMPOSSIBLE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE DETERMINE, THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF SUCH BREACH, THIS AGREEMENT. BUYER AND SELLER SHALL BE ENTITLED AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER (EXCEPT AS SUCH LIQUIDATED DAMAGES, AND (IVOTHERWISE PROVIDED BELOW) FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY IN CONSIDERATION BREACH OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNTS AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING CONTAINED IN THE FOREGOING SHALL BE DEEMED SERVE TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES WAIVE OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: OTHERWISE LIMIT (A) SELLER’S REMEDIES OR DAMAGES FOR CLAIMS FOR OF SELLER AGAINST BUYER WITH RESPECT TO ANY OBLIGATIONS OF BUYER THAT, BY THE RETURN OR OTHER DELIVERY TERMS OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; , SURVIVE THE CLOSE OF ESCROW OR ANY TERMINATION OF THIS AGREEMENT BEFORE THE CLOSE OF ESCROW, OR (B) ACTIONS SELLER’S RIGHTS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OBTAIN FROM BUYER ALL COSTS AND EXPENSES OF BUYER'S INDEMNITY OBLIGATIONS UNDER ENFORCING THIS AGREEMENTLIQUIDATED DAMAGE PROVISION, INCLUDING LEGAL COSTS. ACCEPTED AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS AGREED TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS : _________________ _________________ Seller Buyer

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

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY HEREBY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXIF BUYER DEFAULTS UNDER THIS AGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, THEN SELLER SHALL BE ENTITLED TO RETAIN RECOVER FROM BUYER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION AMOUNT OF THE PAYMENT XXXXXXX MONEY DEPOSIT WITH ALL INTEREST EARNED THEREON, AS LIQUIDATED DAMAGES OR COMPENSATION, AS THE CASE MAY BE, UNDER THIS AGREEMENT AND SUCH RECOVERY OF SUCH LIQUIDATED DAMAGES, SELLER THE XXXXXXX MONEY DEPOSIT WITH ALL INTEREST EARNED THEREON SHALL BE DEEMED THE SOLE AND EXCLUSIVE REMEDY OF OR COMPENSATION TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF SELLER, AS THE FAILURE OF THE CLOSING TO OCCURCASE MAY BE, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS ’S DEFAULT UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)EXCEPT AS SET FORTH IN THE LAST SENTENCE OF THIS SECTION 16. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT THE REMEDIES SELLER SHALL HAVE TO ENFORCE ANY RIGHTS IT HAS AGAINST BUYER UNDER THE INDEMNITY PROVISIONS OF SECTIONS 3.4, 13 OR 34. EXCEPT IN THE CASE OF A BUYER BREACH OR DEFAULT UNDER THIS AGREEMENT (IN WHICH CASE THE XXXXXXX MONEY SHALL BE PAID TO SELLER) OR IN THE EVENT THE CLOSING OCCURS (IN WHICH CASE THE XXXXXXX MONEY DEPOSIT SHALL BE APPLIED AGAINST THE PURCHASE PRICE), THE XXXXXXX MONEY DEPOSIT SHALL IN ALL OTHER INSTANCES BE RETURNED TO BUYER OBJECTS TO, FAILS IN THE EVENT THAT THIS AGREEMENT IS TERMINATED OR THE TRANSACTIONS CONTEMPLATED HEREIN FAIL TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYCLOSE. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ ASY Buyer’s initials Seller’s initials

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

Liquidated Damages. IF BUYER BREACHES ITS OBLIGATIONS UNDER THE PARTIES HAVE DISCUSSED AGREEMENT, AND NEGOTIATED SELLER TERMINATES THE AGREEMENT IN GOOD FAITH THE QUESTION ACCORDANCE WITH SECTION 6.2 OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF AGREEMENT, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT PAYMENT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL CONSTITUTE AND BE ENTITLED DEEMED TO RETAIN BE THE DEPOSIT AS SUCH AGREED AND LIQUIDATED DAMAGESDAMAGES OF SELLER, AND (IV) IN CONSIDERATION OF SHALL BE PAID TO SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY. THE PAYMENT OF SUCH DEPOSIT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER AGREES TO AND DOES HEREBY WAIVE ALL OTHER CLAIMS FOR DAMAGES OR RELIEF REMEDIES AGAINST BUYER WHICH SELLER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY ON ACCOUNT BY REASON OF SUCH BREACH BY BUYER INCLUDING WITHOUT LIMITATION THE REMEDY OF SPECIFIC PERFORMANCE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE FAILURE STATEMENTS MADE ABOVE. BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE AND AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE EXTREMELY DIFFICULT, COSTLY AND IMPRACTICAL TO ESTABLISH DAMAGES OF SELLER. ACCORDINGLY, BOTH BUYER AND SELLER, BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, DO HEREBY ACKNOWLEDGE AND AGREE THAT TERMS SET FORTH IN SECTION 6.2 OF THE CLOSING AGREEMENT AND THIS SECTION 8 ARE NEGOTIATED AND REASONABLE AND INTENDED TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________BE LIQUIDATED DAMAGES.

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

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

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

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

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

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

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

Liquidated Damages. IF THE CLOSING IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER HEREUNDER, AND PURCHASER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT APPLY TO PURCHASER’S FAILURE TO CLOSE ON THE CLOSING DATE), THEN SELLER, AS ITS SOLE REMEDY, SHALL RETAIN THE XXXXXXX MONEY AND EXTENSION OPTION FEES (IF ANY) AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE PURCHASER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE DISCUSSED AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY AND NEGOTIATED IN GOOD FAITH THE QUESTION EXTENSION OPTION FEES IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY SELLER IF COUNSEL WHO EXPLAINED, AT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWAS MADE, (II) THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES IN PROVISION. THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME FOREGOING IS NOT INTENDED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLIMIT PURCHASER’S SURVIVING OBLIGATIONS, (III) IN THE EVENT OF SUCH BREACHINCLUDING BUT NOT LIMITED TO ITS INDEMNIFICATION OBLIGATIONS, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

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

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

Liquidated Damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THEY HAVE MADE A REASONABLE ENDEAVOR TO ESTIMATE THE ACTUAL PURCHASE AND SALE AGREEMENT – PAGE 38 DAMAGES SELLER WOULD SUSTAIN AS A RESULT OF BUYER’S DEFAULT. THE PROSPECTIVE IMPRACTICABILITY AND EXTREME DIFFICULTY OF FIXING ACTUAL DAMAGES HAS REQUIRED THE PARTIES HAVE DISCUSSED TO ATTEMPT TO LIQUIDATE SELLER’S DAMAGES IN THE EVENT OF BUYER’S DEFAULT SINCE SELLER’S DAMAGES WILL RESULT FROM, AMONG OTHER THINGS, MARKET FLUCTUATION, THE COSTS AND NEGOTIATED EXPENSES OF THIS TRANSACTION (INCLUDING, WITHOUT LIMITATION, LEGAL AND OTHER EXPENSES INCURRED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES CONNECTION WITH THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGESPREPARING FOR THE CLOSING), AND LOSSES WHICH WOULD RESULT FROM SELLER HAVING REMOVED THE PROPERTY FROM THE MARKET FOR ANY LENGTH OF TIME. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BECAUSE IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DETERMINE ACTUAL DAMAGES IN THE AMOUNT EVENT OF BUYER’S DEFAULT UNDER THIS AGREEMENT AND TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, SELLER AND BUYER HAVE DETERMINED THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S ACTUAL DAMAGES IN SUCH EVENT. CONSEQUENTLY, IN THE EVENT OF BUYER’S DEFAULT UNDER THIS AGREEMENT AS PROVIDED IN SECTION 8.1, SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND TO RETAIN THE DEPOSIT. UPON RECEIPT OF THE DEPOSIT BY SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY UNDER THIS AGREEMENT, EXCEPT FOR OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT AND EXCEPT THAT THE FOREGOING SHALL NOT LIMIT (A) THE OBLIGATIONS TO PAY TO THE OTHER ALL ATTORNEYS’ FEES AND COSTS INCURRED TO ENFORCE THE PROVISIONS OF THIS SECTION 8.2 AND/OR INDEMNITY OBLIGATIONS UNDER SECTION 3.2 OR SECTION 10.1 OR ELSEWHERE IN THIS AGREEMENT OR (B) THE ABILITY AND RIGHT OF A PARTY TO ENFORCE SUCH INDEMNITIES. THE PAYMENT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME INCLUDING ALL INTEREST EARNED THEREON) TO TIME) ARE SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________PENALTY.

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

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

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

Liquidated Damages. 7.7.1 SHOULD THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH CM FAIL TO SUBSTANTIALLY COMPLETE THE QUESTION PROJECT OR PHASE ON OR BEFORE THE DATE STIPULATED FOR SUBSTANTIAL COMPLETION OF THE PROJECT (OR SUCH LATER DATE AS MAY RESULT FROM EXTENSION OF TIME GRANTED BY OWNER), THE CM SHALL PAY OR THE OWNER MAY RETAIN FROM THE FUNDS OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS SUBSTANTIAL COMPLETION LIQUIDATED DAMAGES THAT WOULD BE SUFFERED BY SELLER IF FOR EACH CONSECUTIVE CALENDAR DAY BEYOND THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE ESTABLISHED IN THIS AGREEMENT AND HAVE ENDEAVORED THAT PROJECT FAILS TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXACHIEVE SUBSTANTIAL COMPLETION AS DEFINED IN THIS AGREEMENT, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE WHICH SUM IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF SUCH DAMAGES, (III) IN DAMAGES WHICH THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE OWNER WILL SUSTAIN PER DAY BY FAILURE OF THE CLOSING CM TO OCCUR, EXCEPT FOR: (A) CLAIMS COMPLETE WORK WITHIN TIME AS STIPULATED; IT BEING RECOGNIZED BY THE OWNER AND THE CM THAT THE INJURY TO THE OWNER WHICH COULD RESULT FROM A FAILURE OF THE CM TO COMPLETE ON SCHEDULE IS UNCERTAIN AND CANNOT BE COMPUTED EXACTLY. THIS AMOUNT IS THE MINIMUM MEASURE OF DAMAGES THE OWNER WILL SUSTAIN DUE TO DELAY IN THE 7.8 SUMMARY OF MONETARY AMOUNTS THE FOLLOWING SUMMARY IS INTENDED TO PROVIDE A SINGLE LOCATION FOR ALL RELEVANT MONETARY AMOUNTS INCLUDED IN THIS AGREEMENT AS OF THE RETURN OR OTHER DELIVERY DATE OF DOCUMENTS EXECUTION OF THE AGREEMENT. THE FOLLOWING LIST SHALL TAKE PRECEDENCE OVER ANY INCONSISTENCIES IN CONNECTION WITH THE AMOUNTS OTHERWISE INCORPORATED INTO THIS AGREEMENT; . THE AMOUNTS IN THIS AGREEMENT SHALL ONLY BE REVISED BY WRITTEN AGREEMENT BETWEEN THE PARTIES. THE MONETARY AMOUNTS FOLLOW: GMP $(BTBD) ACTIONS COST OF WORK $(TBD) CM PRECONSTRUCTION FEE $ COMPLETION OF THE WORK, WHICH SHALL INCLUDE BUT NOT BE LIMITED TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT THE LOSS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTUSE OF THE FACILITIES, THE RELOCATION OF STUDENTS AND SERVICES, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND (D) ATTORNEYS' FEES STORAGE OF FURNITURE AND COSTS INCURRED BY SELLER INCIDENT OTHER MATERIALS. THE INABILITY OF THE OWNER TO CLAUSES (A) THROUGH (C)QUANTIFY ACTUAL CM CONSTRUCTION FEE % 3 % $ % CM CONSTRUCTION CONTINGENCY 1 % OWNER CONTINGENCY GENERAL CONDITIONS XX XXXXX/INSURANCE DAMAGES SHALL NOT PREVENT THE RECOVERY OF LIQUIDATED DAMAGES. NOTWITHSTANDING 7.7.2 FOR EACH CONSECUTIVE CALENDAR DAY THAT THE FOREGOINGWORK REMAINS INCOMPLETE AFTER THE DATE LIQUIDATED DAMAGES-SUBSTANTIAL $2000/day LIQUIDATED DAMAGES – FINAL $500/day ARTICLE 8 INSURANCE AND MUTUAL INDEMNITY ESTABLISHED FOR FINAL COMPLETION OF THE PROJECT, THE CM SHALL PAY OR OWNER WILL RETAIN FROM THE COMPENSATION OTHERWISE TO BE PAID TO THE CM THE SUM OF $ AS FINAL COMPLETION LIQUIDATED DAMAGES. THIS AMOUNT IS AGREED UPON AS A REASONABLE AND PROPER MEASURE OF DAMAGES THE OWNER WILL SUSTAIN DUE TO THE DELAY IN THE EVENT BUYER OBJECTS TOCOMPLETION OF ALL REMEDIAL WORK, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE DELAY IN THE CORRECTION OF THE DEPOSIT OUT DEFICIENT WORK, THE DISRUPTION TO THE SCHOOL AND THE LEARNING ENVIRONMENT, THE COST OF OWNER’S TIME AND RESOURCES, DAMAGE TO OWNER’S REPUTATION, AND THE ESCROW, SELLER SHALL HAVE ALL OF INABILITY TO USE THE REMEDIES OTHERWISE AVAILABLE FACILITIES FULLY. THIS AMOUNT IS IN ADDITION TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THE LIQUIDATED DAMAGES PRESCRIBED ABOVE FOR SUBSTANTIAL COMPLETION.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION IF, AFTER EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF DUE DILIGENCE PERIOD, THE CLOSING CLOSE OF ESCROW FOR THE PURCHASE PROPERTY DOES NOT OCCUR BECAUSE BUYER BREACHES OF A DEFAULT OF LACSD UNDER THIS AGREEMENT AGREEMENT, THEN AND HAVE ENDEAVORED TO REASONABLY ESTIMATE IN SUCH DAMAGES. THEY EVENT, LACSD AND CSA 70 D-1 AGREE THAT (I) CSA 70 D-1 WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY LACSD, WHICH DAMAGES ARE SHALL BE IMPRACTICAL AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT DIFFICULT, IF NOT IMPOSSIBLE, TO FIXASCERTAIN. LACSD AND CSA 70 D-1, (II) LIQUIDATED IN A REASONABLE EFFORT TO ASCERTAIN WHAT CSA 70 D-1’S DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY LACSD, SELLER HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT, TOGETHER WITH ANY INTEREST THEREON, SHALL BE ENTITLED DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF CSA 70 D-1’S DAMAGES. IN THE EVENT OF AND FOR SUCH DEFAULT BY LACSD, CSA 70 D-1 SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND TO RETAIN THE DEPOSIT PLUS ALL INTEREST THEREON AS SUCH LIQUIDATED DAMAGESDAMAGES AND AS CSA 70 D-1’S SOLE REMEDY AGAINST LACSD; PROVIDED, AND (IV) IN CONSIDERATION OF HOWEVER, THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER FOREGOING SHALL BE DEEMED NOT APPLY TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING NOR LIMIT CSA 70 D-1’S RECOVERY AGAINST LACSD WITH RESPECT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S LACSD’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (DB) CSA 70 D- 1’S RIGHT TO RECOVER ATTORNEYS' ’ FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH AS PROVIDED FOR IN THIS AGREEMENT AND/OR (C). NOTWITHSTANDING THE FOREGOING, ) IN THE EVENT BUYER OBJECTS TO, FAILS THAT LACSD WRONGFULLY REFUSES TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF CAUSE ESCROW HOLDER TO CANCEL THE ESCROW, SELLER IN WHICH INSTANCE CSA 70 D-1 SHALL HAVE ALSO BE ENTITLED TO ALL COSTS AND EXPENSES, INCLUDING ACTUAL ATTORNEY’S FEES INCURRED BY CSA 70 D-1 WITH RESPECT TO THOSE DAMAGES, IF ANY, WHICH MAY BE INCURRED BY CSA 70 D-1 BY REASON OF THE REMEDIES OTHERWISE AVAILABLE CLOUD ON TITLE TO SELLER AT LAW OR THE PURCHASE PROPERTY WHICH MAY RESULT FROM LACSD’S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT. CSA 70 D-1 AND LACSD HAVE BOTH PLACED THEIR INITIALS IN EQUITYTHE SPACES BELOW TO INDICATE THAT THEY HAVE READ, UNDERSTAND, AND AGREE TO THIS LIQUIDATED DAMAGES PROVISION. SELLER'S INITIALS BUYER'S INITIALS __________ __________LACSD’s Initials: CSA 70 D-1’s Initials:

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

Liquidated Damages. SELLER WAIVES THE PARTIES HAVE DISCUSSED AND NEGOTIATED RIGHT TO SPECIFICALLY ENFORCE THIS AGREEMENT. IN GOOD FAITH THE QUESTION EVENT THE CLOSING FAILS TO OCCUR BY REASON OF BUYER'S DEFAULT AFTER THE END OF THE DAMAGES INSPECTION PERIOD, SELLER AND BUYER AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, SELLER AND BUYER EACH RECOGNIZE AND AGREE THAT IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH SELLER'S DAMAGES BY REASON OF BUYER'S DEFAULT AND IT WOULD BE REASONABLE TO AWARD SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT MADE BY BUYER; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE XXXXXXX MONEY DEPOSIT EXCEEDS FIVE PERCENT (AS IT MAY 5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE INCREASED FROM TIME RETURNED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE BUYER UPON SELLER'S EXERCISE OF SUCH DAMAGES, (III) REMEDY. THE PARTIES ACKNOWLEDGE THAT THIS PROVISION IS INTENDED TO SATISFY THE REQUIREMENTS OF RCW 64.04.005(1)(a); IS NOT TO BE CONSTRUED TO BE A LIMITATION UPON ANY RIGHT OR REMEDY AVAILABLE TO SELLER IN THE EVENT OF ANY OTHER DEFAULT OR INDEMNITY ON THE PART OF BUYER UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT; AND DOES NOT AFFECT SELLER'S RIGHT TO RECOVER ATTORNEYS' FEES IN ANY ACTION COMMENCED WITH RESPECT TO THIS AGREEMENT. BOTH PARTIES AGREE THAT SUCH BREACHAMOUNT STATED AS LIQUIDATED DAMAGES IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN THE EVENT OF BUYER'S DEFAULT AND SUCH AMOUNT SHALL BE IN LIEU OF ANY OTHER MONETARY OR EQUITABLE RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT OR BY OPERATION OF LAW. ACCORDINGLY, SELLER SHALL BE ENTITLED TO RETAIN SUCH AMOUNT AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT AND FAILURE TO COMPLETE THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION PURCHASE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PROPERTY AS PROVIDED HEREIN. BUYER'S REFUSAL TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT CLOSE BECAUSE OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREJECTION OF THE PROJECT PRIOR TO THE END OF THE INSPECTION PERIOD FOR ANY REASON, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY OR FOR NO REASON WHATSOEVER, SHALL NOT BE A DEFAULT. SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING HEREBY AGREES THAT LIQUIDATED MONETARY DAMAGES, AS STIPULATED HEREINABOVE, SHALL BE THE FOREGOING, SOLE REMEDY OF SELLER IN THE EVENT OF A DEFAULT BY BUYER OBJECTS TO, FAILS AND SELLER HEREBY WAIVES ANY RIGHT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SPECIFIC PERFORMANCE OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________OBLIGATIONS HEREUNDER. /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] ----------------- ------------------ Buyer's Initials Seller's Initials -30-

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

Liquidated Damages. IF OPTIONEE FAILS TO COMPLETE THE PURCHASE OF THE OPTION PROPERTY AS A RESULT OF OPTIONEE’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OPTIONOR SHALL BE ENTITLED TO OBTAIN AND KEEP THE OPTION CONSIDERATION RECEIVED AS OF THE DATE OF THE BREACH AS LIQUIDATED DAMAGES, AS OPTIONOR’S SOLE AND EXCLUSIVE LEGAL OR EQUITABLE REMEDY FOR OPTIONEE’S FAILURE TO CLOSE ESCROW DUE TO A BREACH OF OPTIONEE’S OBLIGATIONS UNDER THIS AGREEMENT. IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE DISCUSSED IN DETERMINING OPTIONOR’’S ACTUAL DAMAGES AS A RESULT OF SUCH A BREACH, IT IS EXPRESSLY UNDERSTOOD AND NEGOTIATED IN GOOD FAITH AGREED BY THE QUESTION OF THE DAMAGES PARTIES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME OPTION CONSIDERATION THEN RELEASED TO TIME) ARE AND OPTIONOR IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH OPTIONOR WOULD BE REASONABLE AS DAMAGED BY SUCH A MEASURE OF SUCH DAMAGES, (III) IN BREACH BY OPTIONEE. THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE SECTIONS 1671, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, 1676 AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)1677. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION LIMIT THE EVENT BUYER OBJECTS TO, FAILS DAMAGES RECOVERABLE BY OPTIONOR AGAINST OPTIONEE DUE TO COOPERATE OPTIONEE'S OBLIGATION TO INDEMNIFY OPTIONOR IN ACCORDANCE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL THE PROVISIONS OF THE DEPOSIT OUT ACCESS AND INDEMNITY AGREEMENT REFERENCED IN SECTION 5.3. BY SEPARATELY INITIALING THIS SECTION, BOTH OPTIONOR AND OPTIONEE ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTIME THIS AGREEMENT WAS EXECUTED. SELLER'S INITIALS BUYER'S INITIALS OPTIONOR’S INITIALS: ______ OPTIONEE’S INITIALS: ______ ______ __________

Liquidated Damages. SELLER AND BUYER AGREE THAT, IF THE PARTIES HAVE DISCUSSED PURCHASE AND NEGOTIATED IN GOOD FAITH THE QUESTION SALE OF THE DAMAGES THAT WOULD PROPERTY IS NOT COMPLETED IN ACCORDANCE WITH THIS AGREEMENT DUE TO A DEFAULT BY BUYER HEREUNDER, THE DEPOSIT SHALL BE SUFFERED BY PAID TO SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES UPON TERMINATION OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AND AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY). SELLER AND BUYER AGREE THAT, UNDER THE CIRCUMSTANCES EXISTING AS OF THE AGREEMENT DATE, ACTUAL DAMAGES MAY BE DIFFICULT TO ASCERTAIN AND THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCURRED BY SELLER IF BUYER FAILS TO PURCHASE THE PROPERTY DUE TO A DEFAULT BY BUYER UNDER THIS AGREEMENT. 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. BUYER ACKNOWLEDGES THAT THIS PROVISION DOES NOT, IN ANY WAY, REDUCE OR OTHERWISE ELIMINATE THE INDEMNITY OBLIGATIONS OF BUYER SET FORTH HEREIN OR ANY AMOUNTS OWING TO SELLER PURSUANT TO SECTION 9.2 BELOW. SELLER'S INITIALS INITIALS: BUYER'S INITIALS INITIALS: __________ __________

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT OR BEEN DEEMED TO HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH TERMINATED THIS AGREEMENT PRIOR TO THE QUESTION EXPIRATION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER DUE DILIGENCE PERIOD AND IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT SALE OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME PROPERTY TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE BUYER IS NOT CONSUMMATED BECAUSE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHBUYER’S DEFAULT, SELLER SHALL BE ENTITLED TO RETAIN RETAIN, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) AS SUCH SELLER’S LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND (IV) THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN CONSIDERATION THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES 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 SHALL BE DEEMED PURSUANT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURCALIFORNIA CIVIL CODE SECTIONS 1671, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT1676, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT 1677. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO CLAUSES (A) THROUGH (C)INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ MLD Seller’s Initials Buyer's Initials

Liquidated Damages. AS CONTEMPLATED IN SECTION 15(A), IF BUYER FAILS TO COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES PROPERTY AS PROVIDED BY THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND SHALL BE ENTITLED TO EXERCISE ITS REMEDIES HEREUNDER; PROVIDED, HOWEVER, THAT BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE SUFFERED IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER IF AS A RESULT OF SUCH A DEFAULT BY BUYER AND AGREE THAT THE CLOSING DOES AMOUNT OF DEPOSIT MADE BY BUYER IS A REASONABLE APPROXIMATION THEREOF AND NOT OCCUR BECAUSE A PENALTY. ACCORDINGLY, IN THE EVENT THAT THE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES BY DEFAULTING IN THE AMOUNT COMPLETION OF THE PURCHASE, BUYER'S DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE SHALL CONSTITUTE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER AND SELLER'S SOLE AND EXCLUSIVE REMEDY. SELLER AGREES TO WAIVE ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT REMEDIES AGAINST THE BUYER WHICH SELLER MIGHT OTHERWISE HAVE IN LAW OR IN EQUITY ON ACCOUNT BY REASON OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED SUCH DEFAULT BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

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

Liquidated Damages. IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BY REASON OF A DEFAULT OF BUYER UNDER THIS AGREEMENT, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT. THE PARTIES HAVE DISCUSSED AND NEGOTIATED ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN GOOD FAITH THE QUESTION OF EVENT THAT THE DAMAGES THAT SALE IS NOT CONSUMMATED WOULD BE SUFFERED EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SELLER IF SEPARATELY INITIALING THIS SECTION, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT OF HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR BECAUSE BY REASON OF BUYER'S DEFAULT. BUYER BREACHES THIS AGREEMENT AND SELLER ACKNOWLEDGE THAT THEY HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE READ AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN UNDERSTOOD THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE PAYMENT OF SUCH LIQUIDATED DAMAGES, TIME THIS AGREEMENT WAS EXECUTED. SELLER SHALL BE DEEMED TO HEREBY WAIVES ANY AND ALL BENEFITS IT MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)CALIFORNIA CIVIL CODE SECTION 3389. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller's Initial Buyer's Initial

Liquidated Damages. FROM AND AFTER THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EFFECTIVE DATE, IF THE QUESTION SALE OF THE DAMAGES PROPERTY UNDER THE TERMS OF THIS AGREEMENT IS NOT CONSUMMATED DUE TO A DEFAULT OF CITY (SUBJECT TO ANY APPLICABLE NOTICE AND CURE RIGHTS UNDER SECTION 13(a)), SELLER MAY INSTRUCT ESCROW AGENT TO CANCEL THE ESCROW AND SELLER WILL THEREUPON BE RELEASED FROM SELLER’S OBLIGATIONS HEREUNDER WITH RESPECT TO THE PROPERTY (EXCEPT FOR THOSE OBLIGATIONS THAT THIS AGREEMENT STATES SURVIVE TERMINATION) AND THE DEPOSITS, INCLUDING ALL DEPOSITS RELEASED TO SELLER AS WELL AS ANY PORTION OF THE DEPOSITS IN ESCROW AT THE TIME OF THE DEFAULT (INCLUDING ANY INTEREST EARNED FROM THE INVESTMENT OF THE DEPOSITS) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. CITY AND SELLER AGREE THAT, BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER’S DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED BY REASON OF CITY’S DEFAULT. ACCORDINGLY, CITY AND SELLER AGREE THAT, IN THE EVENT THE SALE OF THE PROPERTY DOES NOT OCCUR DUE TO A DEFAULT OF CITY UNDER THIS AGREEMENT (II) SUBJECT TO ANY APPLICABLE NOTICE AND CURE RIGHTS UNDER SECTION 13(a)), IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER LIQUIDATED DAMAGES IN EQUAL TO THE AMOUNT OF THE DEPOSIT (DEPOSITS MADE BY CITY AS IT MAY BE INCREASED FROM OF THE DATE OF CITY’S DEFAULT, INCLUDING ALL DEPOSITS RELEASED TO SELLER AS WELL AS ANY PORTION OF THE DEPOSITS IN ESCROW AT THE TIME OF THE DEFAULT. SUCH RECOVERY OF THE DEPOSITS BY SELLER IS INTENDED TO TIME) ARE CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND WOULD BE REASONABLE AS A MEASURE 1677 OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESCALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF SECTION 3275 OR SECTION3369 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION. IN ADDITION, CITY SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. SELLER’S RETENTION OF THE DEPOSITS IS NOT INTENDED AS A FORFEITURE OR PENALTY UNDER CALIFORNIA LAW, BUT INSTEAD IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. XXXXXX AGREES THAT THESE LIQUIDATED DAMAGES ARE IN LIEU OF ANY OTHER CLAIMS FOR DAMAGES MONETARY RELIEF OR RELIEF OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TOWHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT LAW OR IN EQUITY ON ACCOUNT EQUITY, RELATING TO CITY’S BREACH OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 4(d) LIMIT THE EVENT BUYER OBJECTS TODAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY EXECUTING THIS SECTION 4(d) BELOW, CITY AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVEPROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE TIME THIS AGREEMENT WAS EXECUTED. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE SUM CONSIDERING ALL OF THE REMEDIES OTHERWISE AVAILABLE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER AT LAW THAT REASONABLY COULD BEANTICIPATED, AND THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY ANDEXTREMELY DIFFICULT OR IN EQUITYIMPRACTICABLE. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller’s Initials City’s Initials

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

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF EVENT THAT BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES THAT WOULD BE SUFFERED SELLER WILL INCUR BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES REASON THEREOF ARE AND WILL BE IMPRACTICABLE OR IMPRACTICAL AND EXTREMELY DIFFICULT TO FIXESTABLISH. BUYER AND SELLER, (II) LIQUIDATED IN A REASONABLE EFFORT TO ASCERTAIN WHAT SELLER’S DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHA DEFAULT BY BUYER, SELLER HAVE AGREED THAT SUCH DAMAGES SHALL BE ENTITLED IN AN AMOUNT EQUAL TO RETAIN THE AMOUNT OF THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT, IF MADE BY BUYER PURSUANT TO SECTION 1.2, AND THAT SUCH DEPOSIT SHALL BE DELIVERED TO SELLER, ASSUMING SELLER HAS PERFORMED ITS OBLIGATIONS UNDER THIS AGREEMENT, UPON SUCH DEFAULT BY BUYER, WITHOUT THE NECESSITY OF AN INSTRUCTION BY BUYER, AND SUCH DEPOSIT MAY THEREAFTER BE RETAINED BY SELLER AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER WHICH DAMAGES SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF AND FOR SUCH DEFAULT BY BUYER. WITHOUT LIMITING THE DEPOSIT OUT FOREGOING PROVISIONS OF THE ESCROWTHIS PARAGRAPH, SELLER WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE MAY HAVE HAD TO SPECIFICALLY ENFORCE THIS AGREEMENT AND BUYER SHALL BE RELEASED AND DISCHARGED FROM ANY AND ALL FURTHER LIABILITY OR OBLIGATION UNDER THIS AGREEMENT OTHER THAN THOSE OBLIGATIONS OR LIABILITIES WHICH EXPRESSLY SURVIVE A TERMINATION OF THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THEY HAVE ALL READ AND UNDERSTAND THE PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE THIS PARAGRAPH AND BY THEIR INITIALS AGREE TO SELLER AT LAW OR IN EQUITYBE BOUND BY ITS TERMS. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials ARTICLE 6

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED BY PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER’S MATERIAL DEFAULT (HEREAFTER DEFINED IN SECTION 11.1 BELOW) IN PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY, SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES MAY TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ACCORDANCE WITH SECTION 11.4. BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH SELLER ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES, (III) IN THE EVENT OF SUCH BREACHBUYER’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SELLER SHALL BE ENTITLED IN THE EVENT OF BUYER’S MATERIAL BREACH OF ITS OBLIGATION TO RETAIN PURCHASE THE PROPERTY, THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SHALL CONSTITUTE SELLER’S SOLE AND (IV) IN CONSIDERATION EXCLUSIVE RIGHT TO DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE PAYMENT ACTUAL DAMAGES SELLER WOULD INCUR AS A RESULT OF SUCH LIQUIDATED DAMAGES, SELLER BUYER’S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE FOREGOING SHALL BE DEEMED NOT LIMIT SELLER’S RIGHT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO EXPUNGE A LIS PENDENS SPECIFIC PERFORMANCE OR DAMAGES OTHER CLOUDS ON TITLE CAUSED THAN AS SET FORTH IN THIS SECTION 2.2.5. BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, INITIALING IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWSPACES WHICH FOLLOW, SELLER SHALL HAVE ALL AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS SECTION 2.2.5 GOVERNING LIQUIDATED DAMAGES. SELLER'S INITIALS BUYER'S INITIALS __________ __________Seller (JR) Buyer (JM) Section 3. DUE DILIGENCE

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

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

Liquidated Damages. IF BUYER FAILS TO TIMELY COMPLETE THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION PURCHASE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE REASON OF AN ALLEGED DEFAULT OF BUYER, OR BUYER BREACHES FAILS TO PERFORM OTHER OBLIGATIONS UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHPURCHASE AGREEMENT, SELLER SHALL BE ENTITLED RELEASED FROM ITS OBLIGATION TO RETAIN SELL THE DEPOSIT PROPERTY TO BUYER, AND SELLER MAY PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF THE DEFAULT; PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS HERE: BUYER SELLER BUYER AND SELLER AGREE THAT: BUYER ACKNOWLEDGES AND AGREES THAT IF THAT BUYER DOES NOT TIMELY COMPLETE HIS/HER/THEIR PURCHASE OF THE PROPERTY AND THE RESIDENCE CONSTRUCTED THEREON BY SELLER, THE AMOUNT OF DAMAGES THAT SELLER MAY SUFFER AND FOR WHICH BUYER MAY BE LIABLE WOULD BE EXTREMELY DIFFICULT TO DETERMINE. SAID DAMAGES MAY INCLUDE BUT ARE NOT LIMITED TO: A CHANGE OR DIFFERENCE IN THE VALUE OF THE PROPERTY; SELLER BEING UNABLE TO SELL THE PROPERTY AND RESIDENCE THEREON FOR THE PRICE CONTEMPLATED HEREUNDER, INCLUDING RECOUPMENT OF OPTIONS; THE TIME NECESSARY TO SELL THE RESIDENCE AND PROPERTY MAY BE EXTENDED; SUBSEQUENT CHANGES, MODIFICATIONS, AND ADDITIONS MAY BE REQUIRED FOR SELLER TO SELL THE HOUSE TO ANOTHER PARTY; ADDITIONAL CARRY COSTS AND INTEREST CHARGES MAY BE INCURRED; ADDITIONAL COMMISSIONS MAY HAVE TO BE PAID; AND SELLER MAY INCUR OTHER COSTS OR DAMAGES, INCLUDING LEGAL FEES, WHICH DAMAGES SELLER AND BUYER CANNOT FULLY ASCERTAIN OR ACCURATELY ESTIMATE AT THIS TIME. THEREFORE, AFTER DUE NEGOTIATION, SELLER AND BUYER AGREE THAT THE LESSER OF (1) THREE PERCENT (3%) OF THE TOTAL PURCHASE PRICE FOR THE PROPERTY OR (2) THE TOTAL DEPOSITS PAID BY BUYER, INCLUDING THE COST OF OPTIONS, IS A REASONABLE ESTIMATE OF SAID DAMAGES, AND MAY BE RETAINED BY SELLER AS SUCH LIQUIDATED DAMAGES, NOT AS A PENALTY, AND AS SELLER’S EXCLUSIVE REMEDY EXCEPT TO THE EXTENT THAT SELLER MAY BE ENTITLED TO ADDITIONAL RECOVERY UNDER CIVIL CODE SECTION 1057.3, IF THAT BUYER DEFAULTS UNDER ITS OBLIGATIONS UNDER THIS PURCHASE AGREEMENT, OR FAILS TO TIMELY COMPLETE PURCHASE OF THE RESIDENCE AND PROPERTY. A SEPARATE LIQUIDATED DAMAGES PROVISION SHALL BE SEPARATELY SIGNED OR INITIALED BY BOTH PARTIES FOR EACH ADDITIONAL DEPOSIT MADE TO SELLER. LIQUIDATED DAMAGES SHALL BE REMITTED TO SELLER IN ACCORDANCE WITH THE FOLLOWING PROCEDURES: SELLER SHALL GIVE WRITTEN NOTICE TO ESCROW HOLDER AND TO BUYER IN THE MANNER PRESCRIBED BY SECTION 116.340 OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, OF SELLER’S DETERMINATION THAT BUYER IS IN DEFAULT, AND SHALL DEMAND THAT ESCROW HOLDER DISBURSE THE LIQUIDATED DAMAGES DESCRIBED ABOVE TO SELLER (IV“SELLER’S DEMAND”). WITHIN TWENTY (20) DAYS OF BUYER’S RECEIPT OF SELLER’S DEMAND, BUYER MAY DELIVER A WRITTEN NOTICE TO ESCROW HOLDER THAT BUYER OBJECTS TO DISBURSEMENT OF THE PURCHASE MONEY AS LIQUIDATED DAMAGES TO SELLER (“BUYER’S OBJECTION”). IF BUYER FAILS TO DELIVER BUYER’S OBJECTION TO ESCROW HOLDER WITHIN THE TWENTY (20) DAY TIME PERIOD, TIME BEING OF THE ESSENCE, ESCROW HOLDER SHALL RELEASE THE LIQUIDATED DAMAGES TO SELLER AND SHALL REMIT THE BALANCE OF THE FUNDS IN CONSIDERATION ESCROW, IF ANY, TO BUYER. UPON RECEIPT OF BUYER’S OBJECTION, ESCROW HOLDER SHALL IMMEDIATELY NOTIFY SELLER AND THE CONTROVERSY REGARDING THE DISPOSITION OF FUNDS DEPOSITED INTO ESCROW BY BUYER SHALL BE RESOLVED AS PROVIDED IN THE SECTION ENTITLED "ARBITRATION OF DISPUTES." IF APPROPRIATE, THE ARBITRATOR MAY IMPOSE A PENALTY PURSUANT TO CIVIL CODE SECTION 1057.3, AS SET FORTH IN THE SECTION ENTITLED "TERMINATION BY SELLER." THE PAYMENT OF SUCH LIQUIDATED DAMAGES, DAMAGES TO SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS CONSTITUTE SELLER’S SOLE REMEDY ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________’S DEFAULT.

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED BY PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER’S MATERIAL DEFAULT (HEREAFTER DEFINED IN SECTION 11.1 BELOW) IN PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY, SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES MAY TERMINATE THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ACCORDANCE WITH SECTION 11.4. BUYER AND WOULD BE REASONABLE AS A MEASURE OF SUCH SELLER ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES, (III) IN THE EVENT OF SUCH BREACHBUYER’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, SELLER SHALL BE ENTITLED IN THE EVENT OF BUYER’S MATERIAL BREACH OF ITS OBLIGATION TO RETAIN PURCHASE THE PROPERTY, THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SHALL CONSTITUTE SELLER’S SOLE AND (IV) IN CONSIDERATION EXCLUSIVE RIGHT TO DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE PAYMENT ACTUAL DAMAGES SELLER WOULD INCUR AS A RESULT OF SUCH LIQUIDATED DAMAGES, SELLER BUYER’S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE FOREGOING SHALL BE DEEMED NOT LIMIT SELLER’S RIGHT TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO EXPUNGE A LIS PENDENS SPECIFIC PERFORMANCE OR DAMAGES OTHER CLOUDS ON TITLE CAUSED THAN AS SET FORTH IN THIS SECTION 2.2.5. BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, INITIALING IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROWSPACES WHICH FOLLOW, SELLER SHALL HAVE ALL AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION 2.2.5

Liquidated Damages. BUYER ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PERFORMANCE HEREUNDER AT THE CLOSE OF ESCROW, SELLER SHALL BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM THE REMOVAL OF THE PROPERTY FROM THE MARKET. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF HERETO AGREE THAT THE DAMAGES THAT WOULD SELLER SHALL SUSTAIN AS A RESULT OF SUCH BREACH WILL BE SUFFERED BY SELLER EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, THE PARTIES AGREE THAT IF THE CLOSING DOES NOT CLOSE OF ESCROW FAILS TO OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE RESULT OF SUCH DAMAGES, (III) IN THE EVENT A BREACH BY BUYER OF SUCH BREACHITS OBLIGATIONS HEREUNDER, SELLER SHALL BE ENTITLED TO RETAIN OR RECOVER THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SUM OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESINITIAL DEPOSIT AND ADDITIONAL DEPOSIT (i.e., SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURFIVE HUNDRED THOUSAND DOLLARS ($500,000.00)) AS ITS EXCLUSIVE REMEDY AGAINST BUYER, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, FOR BREACH OF BUYER’S COVENANT TO PURCHASE THE PROPERTY (BUT NOT FOR BREACH OF THE MATTERS SET FORTH IN THE FOLLOWING SENTENCE), AND SAID SUM SHALL BE PAID AND RECEIVED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. EXCEPT WITH RESPECT TO BUYER’S BREACH OF ANY INDEMNITY OBLIGATION OR ANY OTHER OBLIGATION OF BUYER HEREUNDER (OTHER THAN THE COVENANT TO PURCHASE THE PROPERTY) WHICH SURVIVES THE CLOSE OF ESCROW (WHICH BREACH SHALL ENTITLE SELLER TO SEEK ANY AND ALL REMEDIES AVAILABLE AT LAW AND IN EQUITY AND FOR WHICH BREACH THIS SECTION 13 SHALL NOT APPLY), BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE ESTIMATE OF SELLER'S INITIALS ’S DAMAGES IN THE EVENT OF BUYER'S INITIALS __________ __________’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE SUM TO THE RANGE OF HARM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT. BY INITIALING THIS SECTION BELOW, THE PARTIES HERETO SIGNIFY THEIR APPROVAL AND CONSENT TO THE TERMS OF THIS SECTION. Seller’s Initials Buyer’s Initials

Liquidated Damages. IN THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH EVENT THAT THE QUESTION CLOSING FAILS TO OCCUR AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BUYER AND SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH SELLER'S ACTUAL DAMAGES ARE AND WILL WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF THE DEFAULT OF BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, (II) SELLER, AS SELLER'S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) DEPOSIT. IN THE EVENT THAT THE CLOSING FAILS TO OCCUR AS A RESULT OF SUCH BREACHBUYER'S DEFAULT, THEN, UPON NOTICE BY SELLER TO BUYER AND ESCROW AGENT TO THAT EFFECT, (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER AND THE ESCROW CREATED HEREBY SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO BUYER AND SELLER ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSIT (C) ESCROW AGENT SHALL DELIVER THE DEPOSIT TO SELLER PURSUANT TO SELLER'S INSTRUCTIONS, AND THE SAME SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH FULL, AGREED AND LIQUIDATED DAMAGES, AND (IVD) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGESALL TITLE AND ESCROW CANCELLATION CHARGES, SELLER IF ANY, SHALL BE DEEMED CHARGED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES BUYER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT LIMIT SELLER'S RIGHTS OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT REMEDIES WITH RESPECT TO (1) THE OBLIGATIONS OF BUYER UNDER SECTIONS 4, 11 AND 13 HEREOF AND (2) THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE FAILURE TERMINATION OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT . SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 10.1, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT THEIR INITIALS IMMEDIATELY BELOW AGREE TO CLAUSES (A) THROUGH (C)BE BOUND BY ITS TERMS. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ ___________ Seller's Initials Buyer's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY BUYER (INCLUDING, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESWITHOUT LIMITATION, AND (IV) ANY DEFAULT OR BREACH BY BUYER WHICH RESULTS IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF ESCROW TO CLOSE), THE CLOSING DAMAGES TO OCCURSELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER UPON BUYER’S DEFAULT, OPPORTUNITY COSTS IN, AND CARRYING COST ASSOCIATED WITH, KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. ACCORDINGLY, BUYER AND SELLER AGREE THAT, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS ANY DAMAGES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY RESULTING FROM BUYER; (C) CLAIMS ON ACCOUNT ’S DEFAULT, OR BREACH OF BUYER'S ITS INDEMNITY OBLIGATIONS UNDER SECTIONS 3.5 AND 6.16 (WHICH DAMAGES, COSTS AND EXPENSES SHALL SURVIVE ANY CLOSING OR TERMINATION OF THIS AGREEMENTAGREEMENT AND ARE NOT LIMITED BY THIS SECTION 5.6), RECEIPT AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY RETENTION OF THE DEPOSIT SHALL BE THE SOLE DAMAGES OF SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF ANY BREACH OR DEFAULT BY BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYHEREUNDER. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ PSD/[ILLEGIBLE] /s/ [ILLEGIBLE] Seller’s Initials Buyer’s Initials

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

Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO A BUYER DEFAULT WHICH IS NOT CURED PRIOR TO THE PARTIES HAVE DISCUSSED EXPIRATION OF ALL APPLICABLE NOTICE AND NEGOTIATED IN GOOD FAITH CURE PERIODS (SUCH BUYER DEFAULT TO INCLUDE, BUT NOT LIMITED TO, BUYER’S FAILURE TO TIMELY FUND THE QUESTION PURCHASE PRICE AND ACQUIRE THE PROPERTY SUBSEQUENT TO BUYER PROVIDING A NOTICE OF THE DAMAGES THAT WOULD APPROVAL), SELLER WILL BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE DAMAGED AND WILL BE IMPRACTICABLE OR ENTITLED TO COMPENSATION FOR THOSE DAMAGES. SUCH DAMAGES WILL, HOWEVER, BE EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN FOR THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORFOLLOWING REASONS: (A) CLAIMS THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE RETURN OR OTHER DELIVERY CLOSE OF DOCUMENTS ESCROW AND THE PURCHASE PRICE FOR THE PROPERTY AS SET FORTH IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON TITLE CAUSED BY BUYEROPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND (C) CLAIMS IT IS IMPOSSIBLE TO PREDICT AS OF THE DATE ON ACCOUNT WHICH THIS AGREEMENT IS MADE WHETHER THE VALUE OF BUYER'S INDEMNITY OBLIGATIONS UNDER THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSE OF ESCROW. FURTHERMORE, BUYER ACKNOWLEDGES SELLER HAD OTHER OPPORTUNITIES TO SELL THE PROPERTY AND RELIED UPON THE REPRESENTATIONS OF BUYER THAT IT WOULD PERFORM AND PURCHASE THE PROPERTY FROM SELLER. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS WHICH WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, THE SUM REPRESENTED BY THE BUYER’S DEPOSIT SHALL NOT BE DEEMED OR INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND, EXCEPT AS PROVIDED BELOW, SELLER’S SOLE AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, EXCLUSIVE REMEDY IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT FAILURE TO CLOSE ESCROW RESULTING FROM ANY REASONS SHALL BE LIMITED TO SUCH AMOUNT, PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT, IN NO EVENT, SHALL THIS LIQUIDATED DAMAGES PROVISION APPLY TO ANY BREACH OF BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THE ACCESS AGREEMENT AND SECTION 2.5 OF THIS AGREEMENT; PROVIDED FURTHER THAT IN NO EVENT SHALL SELLER BE ENTITLED TO RECEIVE OR RECOVER FROM BUYER ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, OR LOST PROFITS. BUYER HAS REVIEWED THE EFFECT OF THIS PROVISION WITH LEGAL COUNSEL AND HAS AGREED THAT SUCH DAMAGES ARE A REASONABLE AND FAIR ESTIMATE OF THE ESCROWDAMAGES SELLER WILL SUSTAIN. BY INITIALING THIS PROVISIONS IN THE SPACES BELOW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR AND BUYER EACH SPECIFICALLY AFFIRM THEIR RESPECTIVE AGREEMENTS CONTAINED IN EQUITYTHIS SECTION. /s/ PVM /s/ WRB /s/ JMB /s/ ML SELLER'S ’S INITIALS BUYER'S INITIALS __________ __________’S INITIALS

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED ACKNOWLEDGE AND NEGOTIATED IN GOOD FAITH AGREE THAT SELLER WILL SUFFER SUBSTANTIAL DAMAGES IF BUYER FAILS TO COMPLETE THE QUESTION PURCHASE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY BY THE CLOSING DEADLINE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT FOR ANY REASON, OTHER THAN NONSATISFACTION OF THE CONDITIONS SET FORTH IN ARTICLE 5 (TIMELY RAISED) OR A DEFAULT BY SELLER IF OR A MATERIAL BREACH BY SELLER OF ANY REPRESENTATION SET FORTH IN SECTION 6.4. GIVEN FLUCTUATIONS IN LAND VALUES, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT UNPREDICTABLE STATE OF THE ECONOMY AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, THE PARTIES REALIZE THAT (I) SUCH DAMAGES ARE AND IT WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT AND IMPRACTICAL, IF NOT IMPOSSIBLE, TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE ACTUAL AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) SELLER'S DAMAGES IN THE EVENT OF SUCH BREACHFAILURE TO PERFORM BY BUYER. THEREFORE, THE PARTIES HEREBY AGREE THAT THE $250,000 DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF EXECUTION OF THIS AGREEMENT. SELLER SHALL BE ENTITLED HAVE THE RIGHT TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESDAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE AS SELLER'S SOLE REMEDY AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS UNDER FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH THIS SECTION SHALL NOT LIMIT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________-------------------------- -------------------------- Seller's Initials Buyer's Initials

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED a. SHOULD PURCHASER DEFAULT IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO ESCROW AGENT AND TO RECEIVE THE ESCROW DEPOSIT THERETOFORE PAID BY PURCHASER UNDER THIS AGREEMENT WHICH AMOUNT IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER, AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY; PROVIDED HOWEVER, THAT THE REMEDY OF LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER SECTIONS 8.a AND 14 OF THIS AGREEMENT, AND/OR SELLER’S RIGHT TO RECOVER ACTUAL DAMAGES FOR PURCHASER’S BREACH OF ANY OF THE WARRANTIES AND REPRESENTATIONS OF PURCHASER CONTAINED IN THIS AGREEMENT, PROVIDED THAT SUCH BREACH IS DISCOVERED BY SELLER FOLLOWING DELIVERY OF THE DEED AND AS A RESULT OF SUCH BREACH SELLER IS REQUIRED TO RETURN ALL OR ANY PORTION OF THE PURCHASE PRICE TO A CLAIMANT. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE ESCROW DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Purchaser’s Initials [ILLEGIBLE] [ILLEGIBLE]

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES COMMITS A DEFAULT UNDER THIS AGREEMENT AND HAVE ENDEAVORED THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR BY REASON OF SUCH DAMAGESDEFAULT, THEN IN SUCH EVENT, THE ESCROW HOLDER MAY BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER WILL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. THEY BUYER AND SELLER AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (II) BUYER AND SELLER AGREE THAT IT WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER THE DEPOSIT AS "LIQUIDATED DAMAGES IN DAMAGES" LESS THE AMOUNT ESCROW HOLDER'S CHARGES. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE AWARD OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE IS REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL LIQUIDATED DAMAGES AND WILL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SOLE AND EXCLUSIVE REMEDY IN LIEU OF THE DEPOSIT OUT OF THE ESCROWANY OTHER RELIEF, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER RIGHT OR REMEDY, AT LAW OR IN EQUITY. SELLER'S INITIALS , TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, IF BUYER COMMITS A DEFAULT UNDER THE AGREEMENT AND THE CLOSE OF ESCROW FAILS TO OCCUR SOLELY BY REASON OF SUCH DEFAULT, SELLER MAY INSTRUCT THE ESCROW HOLDER TO CANCEL THE ESCROW WHEREUPON SELLER WILL BE RELIEVED FROM ALL LIABILITY HEREUNDER, AND, PROMPTLY FOLLOWING ESCROW HOLDER'S RECEIPT OF SUCH INSTRUCTION, ESCROW HOLDER WILL (i) CANCEL THE ESCROW, (ii) PAY ALL OF ESCROW HOLDER'S CHARGES FROM THE DEPOSIT THEN HELD BY ESCROW HOLDER, AND (iii) DISBURSE TO SELLER THE REMAINDER OF THE DEPOSIT. IF THE CLOSE OF ESCROW FAILS TO OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, BUYER'S SOLE REMEDIES WILL BE EITHER (i) TO TERMINATE THIS AGREEMENT AND TO CAUSE THE ESCROW HOLDER TO DISBURSE TO BUYER ALL OF THE DEPOSIT THEN HELD BY ESCROW HOLDER, PLUS THE ACCRUED INTEREST THEREON, LESS BUYER'S SHARE OF ESCROW CANCELLATION CHARGES; OR TO SEEK SPECIFIC PERFORMANCE. WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, SELLER WAIVES ANY AND ALL RIGHTS WHICH SELLER OTHERWISE WOULD HAVE HAD UNDER CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 16 AND BY 10 THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials Buyer's Initials /s/ MJS /s/ JHS __________ __________

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

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

Liquidated Damages. IF BUYER FAILS TO PURCHASE THE PARTIES HAVE DISCUSSED PROPERTY, AND NEGOTIATED SELLER IS NOT IN GOOD FAITH THE QUESTION BREACH OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED OR UNABLE TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT DELIVER INSURABLE TITLE, THEN SELLER’S SOLE REMEDY IS TO FIX, (II) RECOVER THE DEPOSIT AS LIQUIDATED DAMAGES IN THE AMOUNT LIEU OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ANY AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW REMEDIES OF ANY KIND, LEGAL, EQUITABLE OR OTHERWISE. THIS IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT INSTEAD IS INTENDED TO COMPENSATE SELLER FOR THE DAMAGES IT WILL SUFFER AS THE RESULT OF SUCH DEFAULT BY BUYER, WHICH DAMAGES SHALL BE, IN EQUITY ON ACCOUNT PART, AS A RESULT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY REMOVAL OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; THE PROPERTY FROM THE MARKET AND THE BUSINESS OPPORTUNITIES LOST THEREBY, AND (B) ACTIONS THE POTENTIAL LOSS OF INCOME OPPORTUNITIES. IN AGREEING TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED SUCH LIQUIDATED DAMAGES, BUYER ACKNOWLEDGES THAT THE AMOUNT OF SELLER’S ACTUAL DAMAGES BY BUYER; (C) CLAIMS ON ACCOUNT REASON OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTBUYER DEFAULT WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)THE AMOUNT PROVIDED FOR HEREIN IS A REASONABLE ESTIMATE OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER /s/ AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ DH Buyer’s Initials Seller’s Initials

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

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

Liquidated Damages. IN THE EVENT THAT THIS AGREEMENT DOES NOT CLOSE BY THE CLOSE OF ESCROW AS A CONSEQUENCE OF A MATERIAL DEFAULT BY BUYER, AND PROVIDED THAT SELLER HAS COMPLIED WITH ALL TERMS OF THIS AGREEMENT, BUYER SHALL PAY SELLER AS LIQUIDATED DAMAGES, AN AMOUNT EQUAL TO THE DEPOSIT (FOR THE TOTAL SUM OF DOLLARS ($ ). THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE AGREE THAT SELLER'S ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER DIFFICULT OR IMPOSSIBLE TO DETERMINE IF BUYER DEFAULTS, AND THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES AMOUNT SET FORTH IN THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY PARAGRAPH 4 IS THE BEST ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN OF THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE DAMAGES SELLER WOULD SUFFER AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER AMOUNT SHALL BE THE AMOUNT THAT SELLER IS ENTITLED TO RETAIN THE DEPOSIT RECEIVE AS SUCH LIQUIDATED DAMAGESDAMAGES PURSUANT TO SECTIONS 1671, 1676 AND (IV) IN CONSIDERATION 1677 OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENTCALIFORNIA CIVIL CODE; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE NO RIGHT, AND HEREBY WAIVES ALL RIGHTS, TO AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT. THE REMEDIES OTHERWISE AVAILABLE PARTIES WITNESS THEIR AGREEMENT TO SELLER AT LAW OR IN EQUITY. THIS LIQUIDATED DAMAGES PROVISION AND SELLER'S INITIALS BUYER'S INITIALS __________ __________WAIVER OF SPECIFIC PERFORMANCE BY EXECUTION OF THIS PARAGRAPH Buyer: Seller: By: By: Its: Its: By: By: Its: Its:

Liquidated Damages. IN THE EVENT BUYER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT OR IF CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN FOR THE FOLLOWING REASONS: THE DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL VALUE OF THE PROPERTY AT THE TIME SET FOR THE CLOSING AND THE PURCHASE PRICE AS SET FORTH IN THIS AGREEMENT; PROOF OF THE AMOUNT OF SUCH DAMAGES WILL BE BASED ON OPINIONS OF VALUE OF THE PROPERTY, WHICH CAN VARY IN SIGNIFICANT AMOUNTS; AND IT IS EXTREMELY DIFFICULT TO PREDICT AS OF THE DATE ON WHICH THIS AGREEMENT IS ENTERED INTO WHETHER THE VALUE OF THE PROPERTY WILL INCREASE OR DECREASE AS OF THE DATE SET FOR THE CLOSING. BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BOTH BUYER AND SELLER WISH TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. IN THE EVENT BUYER DEFAULTS UNDER THE TERMS OF THIS AGREEMENT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE TO BUYER AND ESCROW HOLDER. IF CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THEN THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE WITHOUT FURTHER NOTICE. IF THE AGREEMENT IS TERMINATED AS SET FORTH HEREIN, THE PARTIES HAVE DISCUSSED SHALL BE RELIEVED OF THEIR OBLIGATIONS HEREUNDER EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, AND NEGOTIATED THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND SHALL BE DISBURSED TO SELLER AS LIQUIDATED DAMAGES. SELLER’S SOLE AND EXCLUSIVE REMEDY (EXCEPT AS SET FORTH BELOW) IN GOOD FAITH THE QUESTION EVENT ESCROW FAILS TO CLOSE BECAUSE OF BUYER’S DEFAULT SHALL BE LIMITED TO RECEIPT AND RETENTION OF THE DEPOSIT. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. SELLER WAIVES ANY RIGHT TO SPECIFICALLY ENFORCE BUYER’S OBLIGATION TO PURCHASE THE PROPERTY. NOTWITHSTANDING THE FOREGOING, THIS LIQUIDATED DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES PROVISION SHALL NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED LIMIT SELLER’S RIGHT TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES ARE AND WILL BE IMPRACTICABLE IN CONNECTION WITH BUYER’S INDEMNITY OF SELLER AND/OR EXTREMELY DIFFICULT TO FIXBREACH OF BUYER’S OBLIGATIONS UNDER SECTIONS 10.2, 11.1(h), 11.1(i), 15 OR 17.16, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE RECOVER ATTORNEYS’ FEES AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESCOURT COSTS UNDER SECTION 17.14, (III) INJUNCTIVE RELIEF FOR BUYER’S BREACH OF BUYER’S OBLIGATIONS UNDER SECTIONS 10.2, 11.1(h), 11.1(i), 15 OR 17.16 AND/OR (IV) PURSUE ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT THAT FOLLOWING ANY TERMINATION OF SUCH BREACHTHIS AGREEMENT, BUYER OR ANY PARTY RELATED TO OR AFFILIATED WITH BUYER ASSERTS ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER SHALL BE ENTITLED FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF PROPERTY. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, SELLER BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. THIS SECTION SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT SURVIVE THE TERMINATION OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY . jw dj BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)’S INITIALS SELLER’S INITIALS 13. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Remedies.

Liquidated Damages. IF THE CLOSE OF ESCROW IS NOT CONSUMMATED ON OR BEFORE THE REQUIRED CLOSING DATE SOLELY BY REASON OF A MATERIAL DEFAULT BY BUYER, THE DEPOSITS (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY QUANTUM, AS LIQUIDATED DAMAGES AND THE EXISTING SYNTHETIC LEASE SHALL CONTINUE IN ACCORDANCE WITH ITS TERMS. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH ACKNOWLEDGE THAT THE QUESTION OF THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXQUANTUM, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSITS ARE NON-REFUNDABLE (EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT) AND HAVE BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SUCH BREACHQUANTUM’S DAMAGES. THE DEPOSITS (AND BUYER’S OBLIGATIONS UNDER SUBPART C OF THIS SECTION) ARE SELLER’S AND QUANTUM’S EXCLUSIVE REMEDIES AGAINST BUYER IN LAW OR IN EQUITY FOR BUYER’S FAILURE TO CLOSE ESCROW. HOWEVER, SELLER IN NO EVENT SHALL BE ENTITLED TO RETAIN THIS SECTION LIMIT THE DEPOSIT AS SUCH DAMAGES RECOVERABLE BY ANY PARTY AGAINST THE ANOTHER PARTY UNDER ANY INDEMNIFICATION PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES THE TERMINATION OF THIS AGREEMENT. BY SEPARATELY EXECUTING THIS SECTION BELOW, BUYER, SELLER, AND QUANTUM EACH ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH TIME THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C)AGREEMENT WAS EXECUTED. NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer’s Initials Seller’s Initials Quantum’s Initials

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

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

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

Liquidated Damages. BY INITIALLING THIS SECTION 2.04 IN THE PARTIES HAVE DISCUSSED SPACE PROVIDED BELOW, BUYER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES SELLER AGREE THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT FAILS TO OCCUR BECAUSE BY REASON OF THE DEFAULT OF BUYER, THE FULL DEPOSIT, INCLUDING INTEREST THEREON AT THE RATE SET FORTH IN THE DEPOSIT NOTE, SHALL BE DEEMED LIQUIDATED DAMAGES FOR BUYER'S NON-PERFORMANCE AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER BREACHES THIS AGREEMENT FOR SUCH DEFAULT. ACCORDINGLY, SELLER SHALL HAVE NO FURTHER OBLIGATION UNDER THE DEPOSIT NOTE (WHICH SHALL BE DEEMED SATISFIED) OR DEPOSIT DEED OF TRUST, WHICH SHALL BE RECONVEYED. BUYER AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY SELLER AGREE THAT (I) SUCH DAMAGES ARE IT WOULD BE IMPRACTICAL AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXFIX ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT, (II) LIQUIDATED DUE TO THE NATURE OF THIS TRANSACTION AND THE UNIQUE NATURE OF THE PURCHASE PROPERTY, AND THAT A REASONABLE ESTIMATE OF SELLER'S DAMAGES IN SUCH EVENT IS THE FULL DEPOSIT ($17,500,000.00), INCLUDING INTEREST THEREON AT THE RATE SET FORTH IN THE DEPOSIT NOTE, IN VIEW OF, AMONG OTHER THINGS, THE OBLIGATIONS IMPOSED ON SELLER UNDER THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT (AS IT MAY DEBT SECURED BY THE PURCHASE PROPERTY, AND SELLER'S AGREEMENT TO ACCEPT A LIQUIDATED SUM IN LIEU OF ITS REMEDY OF SPECIFIC PERFORMANCE. BUYER AND SELLER AGREE THAT LIQUIDATED DAMAGES ARE PARTICULARLY APPROPRIATE FOR THIS TRANSACTION AND AGREE THAT SAID LIQUIDATED DAMAGES SHALL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) PAID IN THE EVENT OF SUCH BREACHBUYER'S BREACH OF ITS OBLIGATION TO PURCHASE THE PURCHASE PROPERTY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) NOTWITHSTANDING ANYTHING CONTAINED IN CONSIDERATION OF THIS AGREEMENT. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGESDAMAGES IS NOT INTENDED AS A FORFEITURE OF PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER SHALL UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. NOTHING IN THIS PROVISION SHALL, HOWEVER, BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS LIMIT BUYER'S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT BREACH OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTSECTION 4.01.A (INDEMNITY RE: BUYER'S ACTIVITIES AT THE PROPERTY), AND SECTION 8.15 (DCONFIDENTIALITY) OR SECTION 8.07 (ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CFEES). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL ANY PORTION OF THE FULL DEPOSIT OUT REMAINS IN ESCROW AT THE TIME OF THE ESCROWBUYER'S DEFAULT, BUYER AND SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RELEASE SUCH PORTION TO SELLER. FURTHER, BUYER AND SELLER HEREBY INSTRUCT AND AUTHORIZE ESCROW HOLDER TO RETURN TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS THE DEPOSIT NOTE MARKED "SATISFIED" AND RECORD THE FULL RECONVEYANCE AND THE TERMINATION OF BUYER'S INITIALS __________ __________RIGHTS, WHICH ARE BEING HELD BY ESCROW HOLDER. ------------------------------ ----------------------------- BUYER SELLER

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

Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IF THERE IS AN EVENT OF DEFAULT BY J STAR HEREUNDER AFTER THE DATE THAT THE FIRST CITY PAYMENT IS RELEASED TO J STAR IN ACCORDANCE WITH SECTION 3(a), THEN CITY’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT SHALL BE TO TERMINATE THIS AGREEMENT AND RECEIVE FROM J STAR AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO THE CITY PAYMENTS MADE TO J STAR AS OF THE DATE OF DEFAULT. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES AGREED THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH CITY’S ACTUAL DAMAGES, (III) IN THE EVENT OF SUCH BREACHA DEFAULT BY J STAR, SELLER SHALL WOULD BE ENTITLED EXTREMELY DIFFICULT OR IMPRACTICABLE TO RETAIN DETERMINE. AFTER NEGOTIATION, THE DEPOSIT AS SUCH LIQUIDATED DAMAGESPARTIES HAVE AGREED THAT, AND (IV) IN CONSIDERATION CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL LIQUIDATED DAMAGES AMOUNT IS A REASONABLE ESTIMATE OF THE DEPOSIT OUT DAMAGES THAT THE CITY WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE ESCROWSTATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, SELLER SHALL HAVE ALL AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PARTIES ACKNOWLEDGE THAT SUCH PAYMENT OF THE REMEDIES OTHERWISE AVAILABLE LIQUIDATED DAMAGES AMOUNT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO SELLER AT LAW OR IN EQUITYCONSTITUTE LIQUIDATED DAMAGES TO THE CITY UNDER CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER'S INITIALS BUYER'S INITIALS __________ __________Initials: City J Star

Liquidated Damages. IF THE CLOSING IS NOT CONSUMMATED DUE TO ANY DEFAULT BY PURCHASER HEREUNDER, AND PURCHASER FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) BUSINESS DAYS AFTER PURCHASER’S RECEIPT OF WRITTEN NOTICE FROM SELLER SPECIFYING SUCH BREACH (PROVIDED, HOWEVER, THAT THE FOREGOING NOTICE AND CURE RIGHTS SHALL NOT APPLY TO PURCHASER’S FAILURE TO CLOSE ON THE CLOSING DATE), THEN SELLER, AS ITS SOLE REMEDY, SHALL RETAIN THE XXXXXXX MONEY AS LIQUIDATED DAMAGES, WHICH RETENTION SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE PURCHASER FROM ANY AND ALL LIABILITY HEREUNDER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PARTIES HAVE DISCUSSED AND NEGOTIATED AGREED THAT SELLER’S ACTUAL DAMAGES, IN GOOD FAITH THE QUESTION EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO PURCHASER’S DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD BE SUFFERED INCUR IN SUCH EVENT. EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY SELLER IF COUNSEL WHO EXPLAINED, AT THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES TIME THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXWAS MADE, (II) THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES IN PROVISION. THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME FOREGOING IS NOT INTENDED TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLIMIT PURCHASER’S SURVIVING OBLIGATIONS, (III) IN THE EVENT OF SUCH BREACHINCLUDING BUT NOT LIMITED TO ITS INDEMNIFICATION OBLIGATIONS, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION SALE OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT RELATED ASSETS AND THE GROUND LEASE OF THE FAILURE LAND TO LESSEE IS NOT CONSUMMATED SOLELY AS A RESULT OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY LESSEE’S BREACH OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS OBLIGATIONS UNDER THIS AGREEMENT, OWNER, BY WRITTEN NOTICE TO LESSEE, SHALL MAKE DEMAND FOR PERFORMANCE, AND IF LESSEE SHALL FAIL TO PERFORM WITHIN FIVE (D5) ATTORNEYS' FEES DAYS AFTER DELIVERY OF SUCH DEMAND, OWNER MAY TERMINATE THIS AGREEMENT. LESSEE AND COSTS INCURRED BY SELLER INCIDENT OWNER ACKNOWLEDGE AND AGREE THAT FIXING OWNER’S ACTUAL DAMAGES IN THE EVENT OF LESSEE’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO CLAUSES (A) THROUGH (C)DETERMINE. NOTWITHSTANDING THE FOREGOINGTHEREFORE, IN THE EVENT BUYER OBJECTS TOOF LESSEE’S BREACH OF SUCH OBLIGATIONS, FAILS THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT SHALL CONSTITUTE OWNER’S SOLE AND EXCLUSIVE RIGHT TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE DEPOSIT OUT ACTUAL DAMAGES OWNER WOULD INCUR IN THE EVENT OF LESSEE’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. OWNER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES OTHER THAN AS SET FORTH IN THIS SECTION. BY INITIALING IN THE ESCROWSPACES WHICH FOLLOW, SELLER SHALL HAVE ALL OWNER AND LESSEE SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS SECTION 2.4 GOVERNING LIQUIDATED DAMAGES. SELLER'S INITIALS BUYER'S INITIALS __________ __________Owner (JS) Lessee (DWR)

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

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT SELLER'S ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF PROPERTY FROM THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE DEPOSIT (TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IT MAY IS DEPOSITED INTO ESCROW BY BUYER PURSUANT TO THE TERMS ABOVE, EXCLUDING ANY INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS INCURRED BY SELLER IN THE EVENT OF A MEASURE MATERIAL BREACH OR DEFAULT OF SUCH DAMAGES, (III) THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT OF SUCH BREACHMATERIAL BREACH OR DEFAULT BY BUYER, SELLER SELLER, AS ITS SOLE REMEDY (EXCEPT AS PROVIDED BELOW), SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IS DEPOSITED INTO ESCROW PURSUANT TO THE TERMS ABOVE (EXCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW, WHICH INTEREST SHALL BE PAID TO BUYER) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. SUCH RECEIPT OF THE TOTAL DEPOSIT, OR SUCH PORTION THEREOF AS IS DEPOSITED INTO ESCROW PURSUANT TO THE TERMS ABOVE (EXCLUDING ANY INTEREST ACCRUED THEREON WHILE IN ESCROW) BY SELLER IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGESDAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER'S SOLE REMEDY (EXCEPT AS OTHERWISE PROVIDED BELOW) IN THE EVENT BUYER MATERIALLY BREACHES OR DEFAULTS IN ITS OBLIGATION TO PURCHASE THE PROPERTY HEREUNDER. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, IF, FOLLOWING THE EXPIRATION OF THE CLOSING TO OCCURFEASIBILITY PERIOD, EXCEPT FOR: THE CONDITION IN SECTION 5.1.7 IS NOT SATISFIED (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS WAIVED IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED WRITING BY BUYER; (C) CLAIMS ON ACCOUNT OR BEFORE 5:00 P.M. PACIFIC TIME ON THE EXPIRATION OF THE FINANCING CONTINGENCY PERIOD, THEN THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY AND THE FIRST DEPOSIT MADE BY BUYER HEREUNDER SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES AND THE INTEREST ACCRUED ON THE FIRST DEPOSIT WHILE IN ESCROW SHALL BE PAID TO BUYER'S INDEMNITY OBLIGATIONS . THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, DEFENSE OR HOLD HARMLESS OBLIGATION OF BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS' FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS SECTION 3.3 BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________THIS SECTION 3.3.

Liquidated Damages. THE PARTIES HAVE DISCUSSED PROVIDED XXXXX HAS NOT ELECTED TO TIMELY TERMINATE THIS AGREEMENT PURSUANT TO ANY OF BUYER'S RIGHTS TO DO SO CONTAINED HEREIN, AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE THEREAFTER BUYER BREACHES COMMITS A MATERIAL DEFAULT OR FAILS TO PROVIDE FUNDS TO CLOSE ESCROW UNDER THIS AGREEMENT AND HAVE ENDEAVORED OR THE CLOSE OF ESCROW FAILS TO REASONABLY ESTIMATE OCCUR SOLELY BY REASON OF SUCH DAMAGESDEFAULT, THEN YOSEMITE TITLE COMPANY SHALL BE INSTRUCTED BY SELLER TO CANCEL THE ESCROW AND SELLER SHALL THEREUPON BE RELEASED FROM THEIR OBLIGATIONS HEREUNDER. THEY BUYER AND XXXXXX AGREE THAT (I) SUCH DAMAGES ARE BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND WILL UNKNOWN, IT WOULD BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH SELLER'S DAMAGE BY REASON OF BUYER'S DEFAULT. ACCORDINGLY, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS BUYER AND SELLER AGREE THAT IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AT SUCH TIME TO AWARD SELLER "LIQUIDATED DAMAGES" EQUAL TO SUM OF $5,000. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING AMOUNT IS REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER LIQUIDATED DAMAGES AND SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL SOLE AND EXCLUSIVE REMEDY IN LIEU OF THE DEPOSIT OUT OF THE ESCROWANY OTHER RELIEF, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER RIGHT, OR REMEDY, AT LAW OR IN EQUITY. SELLER'S INITIALS , TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF BUYER'S INITIALS __________ __________DEFAULT UNDER THIS AGREEMENT. Buyers’ Initials:

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

Liquidated Damages. NOTWITHSTANDING ANYTHING TO THE PARTIES HAVE DISCUSSED AND NEGOTIATED CONTRARY CONTAINED IN GOOD FAITH THIS AGREEMENT, IF THE QUESTION SALE OF THE DAMAGES THAT WOULD BE SUFFERED PROPERTY TO BUYER IS NOT CONSUMMATED BY SELLER IF REASON OF BUYER'S DEFAULT OF ITS OBLIGATION TO PURCHASE THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES PROPERTY PURSUANT TO THE TERMS OF THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, SELLER'S SOLE AND (IV) IN CONSIDERATION OF EXCLUSIVE REMEDY. THE PAYMENT OF SUCH LIQUIDATED DAMAGES, PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES SUFFERED BY SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE AS A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT RESULT OF BUYER'S INDEMNITY OBLIGATIONS UNDER FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, AND (D) ATTORNEYS' FEES THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH FAILURE, PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT WAIVE OR AFFECT SELLER'S RIGHTS AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (CBUYER'S OBLIGATIONS UNDER SECTION 10.1(b). NOTWITHSTANDING THE FOREGOING, IN THE EVENT IF BUYER OBJECTS TO, FAILS TO COOPERATE INTERFERES WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF MAKES ANY ATTEMPT TO INTERFERE WITH SELLER RECOVERING THE DEPOSIT OUT HELD BY THE ESCROW HOLDER, INCLUDING, WITHOUT LIMITATION, GIVING ANY NOTICE OF INSTRUCTIONS TO ESCROW HOLDER NOT TO DELIVER THE ESCROWDEPOSIT TO SELLER, SELLER SHALL HAVE THE ELECTION TO NULLIFY THE TERMS AND PROVISIONS OF THIS SECTION 9.3(a) BY GIVING WRITTEN NOTICE TO BUYER, WHEREUPON THIS SECTION 9.3(a) SHALL BE DEEMED NULL AND VOID, AND SELLER SHALL HAVE ALL OF THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO SELLER AGAINST BUYER PROVIDED AT LAW OR AND IN EQUITY, AND SELLER SHALL HAVE THE RIGHT TO REQUIRE THAT BUYER SPECIFICALLY PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. SELLER'S THE PARTIES HAVE SET FORTH THEIR INITIALS BUYER'S INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGE PROVISIONS CONTAINED IN THIS SECTION. Seller's Initials Buyer's Initials ________________________ ________________________

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED a. SHOULD PURCHASER DEFAULT IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL THE RIGHT TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO ESCROW AGENT AND TO RECEIVE THE ESCROW DEPOSIT THERETOFORE PAID BY PURCHASER UNDER THIS AGREEMENT WHICH AMOUNT IS NOT INTENDED TO BE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE REMEDIES OTHERWISE AVAILABLE CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (AS SAID LAWS MAY BE MODIFIED, REPLACED AND SUPPLEMENTED) AND SUCH SUM SHALL BE PAID TO AND RETAINED BY SELLER AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY; PROVIDED HOWEVER, THAT THE REMEDY OF LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL NOT LIMIT, AND SHALL NOT BE DEEMED TO LIMIT, IN ANY WAY THE REMEDIES AVAILABLE TO SELLER UNDER SECTIONS 8.a AND 14 OF THIS AGREEMENT, AND/OR SELLER’S RIGHT TO RECOVER ACTUAL DAMAGES FOR PURCHASER’S BREACH OF ANY OF THE WARRANTIES AND REPRESENTATIONS OF PURCHASER CONTAINED IN THIS AGREEMENT, PROVIDED THAT SUCH BREACH IS DISCOVERED BY SELLER FOLLOWING DELIVERY OF THE DEED AND AS A RESULT OF SUCH BREACH SELLER IS REQUIRED TO RETURN ALL OR ANY PORTION OF THE PURCHASE PRICE TO A CLAIMANT. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. THE PARTIES HAVE AGREED THAT SELLER'S ’S ACTUAL DAMAGES, IN THE EVENT OF A MATERIAL DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE ESCROW DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER, AT LAW OR IN EQUITY, IN THE EVENT OF A MATERIAL DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS BUYER'S INITIALS __________ __________IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Purchaser’s Initials

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

Liquidated Damages. TENANT ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO TENANT, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS EXHIBIT F AND THE LEASE, IS MATERIAL TO LANDLORD. TENANT ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER LANDLORD IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO TENANT'S DEFAULT. TENANT FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE THE PARTIES REACH AGREEMENT ON THE AGREED TERMS, LANDLORD'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS AGREEMENT TRANSACTION, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, TENANT AND LANDLORD AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WOULD SUFFER BY REASON OF TENANT'S DEFAULT HEREUNDER. ACCORDINGLY, TENANT AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLANDLORD HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY TENANT, SELLER LANDLORD MAY TERMINATE ITS OBLIGATIONS UNDER PARAGRAPH 38 OF THE LEASE AND THIS EXHIBIT F BY GIVING NOTICE TO TENANT. IN THE EVENT OF SUCH TERMINATION, LANDLORD SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO ANY OTHER CLAIM LANDLORD MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING 76 BY REASON OF TENANT'S FAILURE TO PURCHASE THE PROPERTY PURSUANT TO THIS EXHIBIT F. LANDLORD'S RETENTION OF THE FAILURE DEPOSIT PURSUANT TO THIS PARAGRAPH 9 SHALL IN NO WAY LIMIT ANY OF LANDLORD'S RIGHTS OR REMEDIES UNDER THE CLOSING LEASE WITH RESPECT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR ANY DEFAULT BY TENANT UNDER THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH LEASE. THE PARTIES HAVE INITIALED THIS AGREEMENT; (B) ACTIONS PARAGRAPH 9 TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT ESTABLISH THEIR INTENT SO TO CLAUSES (A) THROUGH (C)LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH 9 SHALL BE DEEMED TO LIMIT: (i) TENANT'S OBLIGATIONS UNDER THE EVENT BUYER OBJECTS TOLEASE; OR (ii) TENANT'S INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS EXHIBIT F. Landlord's Tenant's Initials Initial /s/ ---------- ------------ TENANT: Dated: ,1998 AT HOME CORPORATION, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW--------- a Delaware corporation By: /s/ Kennxxx X. Xxxxxxx --------------------------------------- Its: --------------------------------------- By: --------------------------------------- Its: --------------------------------------- LANDLORD: Dated: MARTXX/XXXPUS ASSOCIATES, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________L.P., ------------- a Delaware limited partnership By: Martxx/Xxxwood Partners, L.P., a California limited partnership, its General Partner By: TMG Redwood LLC, A California limited liability Company Its: General Partner By: The Martxx Xxxup of Companies, Inc., a California corporation, Its General Partner By: ---------------------- Its: ----------------------

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

Liquidated Damages. TENANT ACKNOWLEDGES THAT IF IT DEFAULTS IN ITS PERFORMANCE HEREUNDER AFTER DELIVERY OF THE EXERCISE NOTICE AND PRIOR TO THE CLOSE OF ESCROW, WHICH SHALL INCLUDE WITHOUT LIMITATION TENANT’S FAILURE TO CLOSE ESCROW WITHIN NINETY (90) DAYS AFTER EXERCISE OF THE OPTION, LANDLORD SHALL BE ENTITLED TO COMPENSATION FOR THE DETRIMENT RESULTING FROM THE REMOVAL OF THE PROPERTY FROM THE MARKET. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF HERETO AGREE THAT THE DAMAGES THAT WOULD LANDLORD SHALL SUSTAIN AS A RESULT OF SUCH BREACH WILL BE SUFFERED BY SELLER IF EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY PARTIES AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIXIF, (II) LIQUIDATED DAMAGES IN THE AMOUNT AFTER DELIVERY OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME EXERCISE NOTICE, TENANT FAILS TO TIME) ARE AND WOULD BE REASONABLE PURCHASE THE PROPERTY AS A MEASURE RESULT OF SUCH DAMAGESA BREACH IN ITS OBLIGATIONS HEREUNDER, (III) IN ESCROW HOLDER SHALL BE AUTHORIZED TO PAY THE EVENT OF SUCH BREACHPURCHASE DEPOSIT TO LANDLORD, SELLER AND LANDLORD SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGESSUM OF THE PURCHASE DEPOSIT, AND SAID SUM SHALL BE PAID AND RECEIVED AS LIQUIDATED DAMAGES AND NOT AS A PENALTY. EXCEPT WITH RESPECT TO TENANT’S BREACH OF ANY INDEMNITY OBLIGATION OR ANY OTHER OBLIGATION OF TENANT HEREUNDER (IVOTHER THAN THE COVENANT TO PURCHASE THE PROPERTY) WHICH SURVIVES THE CLOSE OF ESCROW (WHICH BREACH SHALL ENTITLE LANDLORD TO SEEK ANY AND ALL REMEDIES AVAILABLE AT LAW AND IN CONSIDERATION EQUITY AND FOR WHICH BREACH THIS SECTION 15.5 SHALL NOT APPLY), BOTH PARTIES ACKNOWLEDGE AND AGREE THAT SAID AMOUNT IS PRESENTLY A REASONABLE ESTIMATE OF LANDLORD’S DAMAGES IN THE EVENT OF TENANT’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY AFTER DELIVERY OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED EXERCISE NOTICE CONSIDERING ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE CIRCUMSTANCES EXISTING ON THE DATE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING INCLUDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL RELATIONSHIP OF THE DEPOSIT OUT SUM TO THE RANGE OF HARM TO LANDLORD THAT REASONABLY COULD BE ANTICIPATED AND THE ESCROWANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT. BY INITIALING THIS PARAGRAPH BELOW, SELLER SHALL HAVE ALL THE PARTIES HERETO SIGNIFY THEIR APPROVAL AND CONSENT TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTHIS PARAGRAPH. SELLER'S INITIALS BUYER'S INITIALS __________ __________/s/ TR /s/ GB Landlord’s Initials Tenant’s Initials

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

Liquidated Damages. IF STEELWAVE FAILS TO CLOSE THE PARTIES HAVE DISCUSSED TRANSACTION CONTEMPLATED BY THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF DUE TO A DEFAULT BY STEELWAVE, THE ESCROW HOLDER MAY BE INSTRUCTED BY OHLONE COLLEGE TO CANCEL THE ESCROW AND NEGOTIATED IN GOOD FAITH OHLONE COLLEGE SHALL THEREUPON BE RELEASED FROM ITS OBLIGATIONS HEREUNDER. OHLONE COLLEGE AND STEELWAVE AGREE THAT BASED UPON THE QUESTION OF THE DAMAGES THAT CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIXESTABLISH OHLONE COLLEGE’S DAMAGES BY REASON OF STEELWAVE’S DEFAULT UNDER THIS AGREEMENT INCLUDING, (II) WITHOUT LIMITATION, DAMAGES RELATING TO LOST ECONOMIC OPPORTUNITIES AND ATTORNEYS’ AND CONSULTANTS’ FEES AND EXPENSES. ACCORDINGLY, OHLONE COLLEGE AND STEELWAVE AGREE THAT IN THE EVENT OF SUCH A DEFAULT BY STEELWAVE UNDER THIS AGREEMENT, IT WOULD BE REASONABLE AT SUCH TIME TO AWARD OHLONE COLLEGE, AS OHLONE COLLEGE’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY, “LIQUIDATED DAMAGES IN DAMAGES” EQUAL TO THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) THEN HELD IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT THE SALE OF SUCH BREACHTHE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT TIMELY CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT INCLUDING ANY INTEREST EARNED THEREON AS SUCH LIQUIDATED DAMAGES, DAMAGES (AND (IVNOT AS A PENALTY) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCURAND AS SELLER’S SOLE AND EXCLUSIVE REMEDY, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AS OTHERWISE HEREIN EXPRESSLY PROVIDED. BUYER AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER OBJECTS TOWOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL BUYER AND SELLER ALSO ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT OUT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS BUYER’S AND SELLER’S REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE ESCROWEVENT OF A DEFAULT ON THE PART OF BUYER. IN ADDITION, BUYER SHALL PAY ALL TITLE AND ESCROW CHARGES, IF ANY. UPON RECEIVING WRITTEN NOTICE FROM SELLER OF BUYER’S DEFAULT, ESCROW SHALL IMMEDIATELY DISBURSE THE DEPOSIT TO SELLER. BY THEIR RESPECTIVE INITIALS BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE ALL READ AND UNDERSTAND THIS SECTION 2.4, AND THAT EACH WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITYTIME THIS AGREEMENT WAS EXECUTED. SELLER'S INITIALS BUYER'S INITIALS __________ __________Buyer: /s/ X.X. Seller: /s/

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH HERETO AGREE THAT IF THIS TRANSACTION IS NOT CONSUMMATED AS A RESULT OF BUYER’S DEFAULT HEREUNDER, SELLER SHALL SUFFER ECONOMIC DETRIMENT RESULTING FROM THE QUESTION REMOVAL OF THE DAMAGES PROPERTY FROM THE REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF TIME AND ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET, AND THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN ASCERTAIN. THE PARTIES HERETO AGREE THAT THE AMOUNT OF THE DEPOSIT (AS IT MAY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT WILL BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) INCURRED BY SELLER IN THE EVENT OF SUCH A BREACH OR DEFAULT OF THIS AGREEMENT BY BUYER. BUYER AGREES THAT IN THE EVENT THAT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER’S BREACH, PROVIDED THAT SELLER IS READY, WILLING, AND ABLE TO CONSUMMATE THIS TRANSACTION, SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE (TO THE EXTENT NOT PREVIOUSLY RELEASED TO SELLER) AND RETAIN THE PORTION OF THE DEPOSIT PREVIOUSLY DEPOSITED AS SUCH LIQUIDATED DAMAGES. SUCH RECEIPT OF THE DEPOSIT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL NOT BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES CONSTITUTE A FORFEITURE OR RELIEF AT LAW PENALTY WITHIN THE MEANING OF SECTION 3275 OR IN EQUITY ON ACCOUNT SECTION 3369 OF THE FAILURE CALIFORNIA CIVIL CODE, OR ANY SIMILAR PROVISION. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE CLOSING PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR DEFAULTS IN ITS OBLIGATION TO OCCURPURCHASE THE PROPERTY HEREUNDER. THIS LIQUIDATED DAMAGES PROVISION SHALL NOT BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, EXCEPT FOR: (A) CLAIMS FOR THE RETURN DEFENSE OR OTHER DELIVERY HOLD HARMLESS OBLIGATION OR RESTORATION OBLIGATION OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS BUYER UNDER THIS AGREEMENT, AND (D) OR ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT. THIS LIQUIDATED DAMAGES PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS' ’ FEES AND COSTS INCURRED BY THAT SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT BUYER OBJECTS TO, FAILS SELLER INCURS ATTORNEYS’ FEES IN ATTEMPTING TO COOPERATE WITH COLLECT OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF RETAIN THE DEPOSIT OUT OF THE ESCROWLIQUIDATED DAMAGES REFERRED TO HEREIN. BY INITIALING THIS SECTION 1.2(b)(iii) BELOW, SELLER SHALL HAVE ALL AND BUYER AGREE TO THE TERMS OF THE REMEDIES OTHERWISE AVAILABLE TO THIS SECTION 1.2(b)(iii). INITIALS: SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________JSL/SKL/KJ/TRJ BUYER DMS

Liquidated Damages. THE PARTIES HAVE DISCUSSED CUSTOMER AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY OV EACH AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHA MATERIAL DEFAULT OR BREACH HEREUNDER BY CUSTOMER AND/OR IN THE CASE CUSTOMER FAILS TO PAY RENT PURSUANT TO THIS AGREEMENT, SELLER THE DAMAGES TO OV WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND/OR IN THE EVENT OF A MATERIAL DEFAULT OR BREACH BY CUSTOMER, THE CONTENTS OF CUSTOMER’S VAULT (THE “VAULT CONTENTS”) SHALL SERVE AS LIQUIDATED DAMAGES, AS A REASONABLE ESTIMATE OF THE DAMAGES TO OV, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF STORING THE VAULT CONTENTS, PICK­UP AND DELIVERY COSTS INCURRED BY OV AT CUSTOMER’S DIRECTION AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. CUSTOMER’S ABANDONMENT OF THE VAULT CONTENTS AND THE RETENTION OF VAULT CONTENTS BY OV SHALL BE ENTITLED OV’S SOLE AND EXCLUSIVE REMEDY AGAINST CUSTOMER, AND OV WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST CUSTOMER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE AND PAYMENT OF PAST DUE RENT. THE RETENTION OF VAULT CONTENTS AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR HYPERLINK 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. OV HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON ANY SUCH BREACH OR DEFAULT BY CUSTOMER HEREUNDER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. NORTHSTAR AND CUSTOMER EXPRESSLY ACKNOWLEDGE AND AGREE THAT IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 7.1(A) OR 7.1 (C) HEREOF (I) NORTHSTAR WILL BE MATERIALLY DAMAGED, (II) IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE AT THIS TIME TO ESTIMATE THE AMOUNT OF SUCH DAMAGE, AND (III) AFTER NEGOTIATION, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH AGREED THAT, CONSIDERING ALL OF THE QUESTION CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE STIPULATED TERMINATION CHARGE IS A REASONABLE ESTIMATE OF THE DAMAGES THAT NORTHSTAR WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT INCUR IN SUCH EVENT. ACCORDINGLY, NORTHSTAR AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY CUSTOMER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHTERMINATION, SELLER THE STIPULATED TERMINATION CHARGE SHALL CONSTITUTE LIQUIDATED DAMAGES FOR SUCH DEFAULT. SUCH LIQUIDATED DAMAGES SHALL CONSTITUTE NORTHSTAR’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION AND SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR ANY OTHER RELIEF TO WHICH NORTHSTAR MAY OTHERWISE BE ENTITLED TO RETAIN UNDER THIS AGREEMENT OR UNDER THE DEPOSIT AS SUCH LIQUIDATED DAMAGESLAW, AND (IV) NORTHSTAR HEREBY WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES HEREUNDER, EXCEPT CUSTOMERS FAILURE TO PAY THE STIPULATED TERMINATION CHARGES WILL BE RESOLVED IN CONSIDERATION ACCORDANCE WITH SECTION 14.6. BY PLACING ITS INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE PAYMENT STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF SUCH THIS LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORPROVISION. INITIALS: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________Northstar Customer

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

Liquidated Damages. CONFIDANT AGREES THAT ANY BREACH OF VIOLATION BY CONFIDANT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, BY DISCLOSURE TO ANY THIRD PARTIES OF CONFIDENTIAL INFORMATION, SHALL RESULT IN SUBSTANTIAL DAMAGES AND INJURY TO PROTECTED PARTY, THE PRECISE AMOUNT OF WHICH WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. ACCORDINGLY, THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN MADE A REASONABLE, GOOD FAITH THE QUESTION ATTEMPT TO ESTIMATE A FAIR COMPENSATION TO PROTECTED PARTY FOR POTENTIAL LOSSES AND DAMAGES TO PROTECTED PARTY AS A RESULT OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY A BREACH AND, THEREFORE, FURTHER AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT IN ADDITION TO FIX, (II) LIQUIDATED DAMAGES IN BEING ENTITLED TO RECOVER FROM CONFIDANT THE FULL AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE ANY AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN MONEY OR OTHER DELIVERY OF DOCUMENTS CONSIDERATION DERIVED BY CONFIDANT IN CONNECTION WITH THE DISCLOSURE BY CONFIDANT OF ANY CONFIDENTIAL INFORMATION, CONFIDANT WILL ALSO BE OBLIGATED TO PAY, AND AGREES TO PAY TO PROTECTED PARTY, THE SUM OF FIFTY THOUSAND DOLLARS ($50,000) AS A REASONABLE AND FAIR AMOUNT OF LIQUIDATED DAMAGES TO COMPENSATE PROTECTED PARTY FOR ANY LOSS OR DAMAGE RESULTING FROM EACH BREACH BY CONFIDANT OF THE TERMS HEREOF. THE PARTIES HERETO FURTHER AGREE THAT SUCH SUM BEARS A REASONABLE AND PROXIMATE RELATIONSHIP TO THE ACTUAL DAMAGES THAT PROTECTED PARTY WILL SUFFER FROM EACH AND EVERY BREACH OF THE TERMS OF THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________.

Liquidated Damages. THE PARTIES HAVE DISCUSSED IF, FOLLOWING A VALID AND NEGOTIATED IN GOOD FAITH THE QUESTION PROPER EXERCISE OF THE DAMAGES THAT ------------------ FOREGOING OPTION, LESSEE FAILS, TO COMPLETE THE PURCHASE OF THE LEASED PROPERTY AND SUCH FAILURE CONSTITUTES A BREACH HEREOF, THEN LESSOR, AT ITS OPTION, MAY TERMINATE THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH OPTION AND THE ESCROW BY GIVING WRITTEN NOTICE TO LESSEE AND ESCROW HOLDER AND, THEREUPON, THE ESCROW SHALL BE CANCELLED, ALL DOCUMENTS SHALL BE RETURNED TO THE RESPECTIVE PARTIES WHO DEPOSITED THE SAME, AND LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES AND ALL OF LESSOR'S LEGAL FEES AND COSTS. IN ADDITION, XXXXXX AND XXXXXX AGREE THAT, BASED ON THE CIRCUMSTANCES NOW EXISTING, KNOWN OR UNKNOWN, IT WOULD BE SUFFERED EXCESSIVELY COSTLY AND IMPRACTICABLE TO ESTABLISH XXXXXX'S DAMAGES BY SELLER IF REASON OF XXXXXX'S DEFAULT RESULTING IN A FAILURE OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT ESCROW TO CLOSE, AND, THEREFORE, XXXXXX AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY XXXXXX AGREE THAT (I) SUCH DAMAGES ARE AND WILL IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT REASONABLE TO FIX, (II) AWARD LESSOR LIQUIDATED DAMAGES IN THE AMOUNT OF THE OPENING DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE PLUS ANY ACCRUED INTEREST ON THE OPENING DEPOSIT. BY THEIR RESPECTIVE INITIALS SET FORTH BELOW, XXXXXX AND WOULD BE XXXXXX ACKNOWLEDGE AND AGREE THAT THE OPENING DEPOSIT, PLUS ANY INTEREST ACCRUED ON THE OPENING DEPOSIT, TOGETHER WITH PAYMENT OF LESSOR'S LEGAL FEES AND COSTS, IS REASONABLE AS LIQUIDATED DAMAGES FOR A MEASURE DEFAULT OF LESSEE UNDER THE PURCHASE CONTRACT FORMED BY LESSEE'S EXERCISE OF SUCH DAMAGES, (III) OPTION THAT RESULTS IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE A FAILURE OF THE CLOSING ESCROW TO OCCURCLOSE AND SHALL BE IN LIEU OF ANY OTHER RELIEF, EXCEPT FOR: (A) CLAIMS FOR THE RETURN RIGHT OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENTREMEDY, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY, TO WHICH XXXXXX MIGHT OTHERWISE BE ENTITLED BY REASON OF A LESSEE'S DEFAULT THAT RESULTS IN A FAILURE OF THE ESCROW TO CLOSE, BUT NOTHING CONTAINED HEREIN SHALL LIMIT LESSOR'S RIGHTS AND REMEDIES FOR XXXXXX'S DEFAULT OCCURRING AFTER THE CLOSE OF ESCROW OR FOR LESSEE'S DEFAULT UNDER THIS LEASE. SELLER'S INITIALS BUYER'S INITIALS __________ __________ESCROW HOLDER IS HEREBY AUTHORIZED AND INSTRUCTED TO RELEASE THE OPENING DEPOSIT PLUS ACCRUED INTEREST THEREON TO LESSOR UPON THE DELIVERY OF UNILATERAL WRITTEN INSTRUCTIONS THEREOF TO ESCROW HOLDER BY XXXXXX, AND ESCROW HOLDER IS HEREBY RELIEVED OF ALL LIABILITY THEREFOR. IF XXXXXX ATTEMPTS TO INTERFERE WITH THE RELEASE OF ANY SUCH SUMS BY ESCROW HOLDER TO LESSOR, OR COMMENCES ANY ACTION AGAINST LESSOR OR THE LEASED PROPERTY ARISING OUT OF THIS ARTICLE, THEN LESSOR SHALL NOT BE LIMITED IN THE AMOUNT OF DAMAGES IT MAY RECOVER FROM LESSEE. Lessor's Initials: Lessee's Initials: 35.2.2

Liquidated Damages. THE PARTIES SELLER AND BUYER HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION OF THE DAMAGES THAT WOULD BE SUFFERED BY POSSIBLE CONSEQUENCES TO SELLER IF THE CLOSING DOES FAILS TO OCCUR ON OR BEFORE THE CLOSING DATE (DEFINED BELOW). THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES, AND NOT OCCUR BECAUSE BUYER AS A PENALTY, UNLESS SELLER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED THIS TRANSACTION FAILS TO REASONABLY ESTIMATE CLOSE BY REASON THEREOF (AND BUYER HEREBY IRREVOCABLY INSTRUCTS ESCROW HOLDER, UPON DEMAND BY SELLER WITHOUT FURTHER AUTHORIZATION BY BUYER, TO DIRECTLY PAY SELLER THE DEPOSIT PLUS ALL INTEREST THEREON IN THE EVENT OF SUCH DAMAGESBREACH BY BUYER). THEY BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (I) SELLER'S DAMAGES IN THE EVENT OF SUCH DAMAGES ARE AND WILL BREACH BY BUYER WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT OR IMPOSSIBLE TO FIXDETERMINE, (II) LIQUIDATED DAMAGES IN THAT THE AMOUNT OF THE DEPOSIT (PLUS SUCH INTEREST AS IT MAY BE INCREASED FROM TIME EARNED THEREON WHILE IN ESCROW IS THE PARTIES' BEST ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THIS TRANSACTION FAILS TO TIME) ARE CLOSE BY REASON OF BUYER'S BREACH OF THIS AGREEMENT, AND WOULD THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT. BUYER AND XXXXXX AGREE THAT XXXXXX'S RIGHT TO BE REASONABLE AS A MEASURE PAID AND RETAIN THE DEPOSIT AND SAID INTEREST ACCRUED THEREON SHALL BE THE SOLE REMEDY OF SUCH DAMAGES, (III) SELLER AT LAW OR IN EQUITY IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED BREACH OF THIS AGREEMENT BY BUYER WHERE THIS TRANSACTION FAILS TO RETAIN CLOSE. IT IS THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) IN CONSIDERATION INTENTION OF THE PAYMENT PARTIES THAT THIS SECTION COMPLY WITH THE PROVISIONS OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT 1671(b) AND 1677 OF THE FAILURE CIVIL CODE OF THE CLOSING TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________CALIFORNIA.

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

Liquidated Damages. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IF PURCHASER SHALL BREACH OR DEFAULT IN GOOD FAITH THE QUESTION ANY OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACHAGREEMENT, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT, RETAIN THE AMOUNT OF THE DEPOSIT AS SUCH LIQUIDATED DAMAGESAN OPTION PAYMENT, AS PROVIDED FOR IN SECTION 2.1 ABOVE, AND RECEIVE AN ADDITIONAL PAYMENT FROM PURCHASER OF ONE HUNDRED THOUSAND DOLLARS (IV$100,000) AS LIQUIDATED DAMAGES (THE “LIQUIDATED AMOUNT”). SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER’S DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE LIQUIDATED AMOUNT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES. SELLER AND PURCHASER SPECIFICALLY FURTHER AGREE AFTER NEGOTIATION THAT THIS SECTION 12 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLER, AND SHALL BE SELLER’S EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN CONSIDERATION EQUITY ARISING FROM OR RELATED TO A BREACH OR DEFAULT BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 12 SHALL NOT BE CONSTRUED AS A LIMITATION ON THE OBLIGATIONS OF PURCHASER UNDER SECTIONS 3.6(b), 9.1, 11.2 and 11.12 HEREOF. THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED PARTIES TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FORENTER INTO THIS TRANSACTION. PURCHASER’S INITIALS: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES JFC SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________’S INITIALS: RFG

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

Liquidated Damages. TENANT ACKNOWLEDGES THAT THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH THE QUESTION CLOSING OF THE SALE OF THE PROPERTY TO TENANT, ON THE TERMS AND CONDITIONS AND WITHIN THE TIME PERIOD SET FORTH IN THIS EXHIBIT F AND THE LEASE, IS MATERIAL TO LANDLORD. TENANT ALSO ACKNOWLEDGES THAT SUBSTANTIAL DAMAGES THAT WOULD WILL BE SUFFERED BY SELLER LANDLORD IF SUCH TRANSACTION IS NOT SO CONSUMMATED DUE TO TENANT'S DEFAULT. TENANT FURTHER ACKNOWLEDGES THAT, AS OF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES DATE THE PARTIES REACH AGREEMENT ON THE AGREED TERMS, LANDLORD'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO COMPUTE IN LIGHT OF THE UNPREDICTABLE STATE OF THE ECONOMY AND OF GOVERNMENTAL REGULATIONS, THE FLUCTUATING MARKET FOR REAL ESTATE AND REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY. IN LIGHT OF THE FOREGOING AND ALL OF THE OTHER FACTS AND CIRCUMSTANCES SURROUNDING THIS AGREEMENT TRANSACTION, AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY FOLLOWING NEGOTIATIONS BETWEEN THE PARTIES, TENANT AND LANDLORD AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH LANDLORD WOULD SUFFER BY REASON OF TENANT'S DEFAULT HEREUNDER. ACCORDINGLY, TENANT AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGESLANDLORD HEREBY AGREE THAT, (III) IN THE EVENT OF SUCH BREACHDEFAULT BY TENANT, SELLER LANDLORD MAY TERMINATE ITS OBLIGATIONS UNDER PARAGRAPH 38 OF THE LEASE AND THIS EXHIBIT F BY GIVING NOTICE TO TENANT. IN THE EVENT OF SUCH TERMINATION, LANDLORD SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SUCH LIQUIDATED DAMAGES, AND (IV) DAMAGES IN CONSIDERATION LIEU OF THE PAYMENT OF SUCH LIQUIDATED DAMAGES, SELLER SHALL BE DEEMED TO ANY OTHER CLAIM LANDLORD MAY HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT (INCLUDING, WITHOUT LIMITATION, SPECIFIC PERFORMANCE) ARISING BY REASON OF TENANT'S FAILURE TO PURCHASE THE PROPERTY PURSUANT TO THIS EXHIBIT F. LANDLORD'S RETENTION OF THE FAILURE DEPOSIT PURSUANT TO THIS PARAGRAPH 9 SHALL IN NO WAY LIMIT ANY OF LANDLORD'S RIGHTS OR REMEDIES UNDER THE CLOSING LEASE WITH RESPECT TO OCCUR, EXCEPT FOR: (A) CLAIMS FOR ANY DEFAULT BY TENANT UNDER THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH LEASE. THE PARTIES HAVE INITIALED THIS AGREEMENT; (B) ACTIONS PARAGRAPH 9 TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT ESTABLISH THEIR INTENT SO TO CLAUSES (A) THROUGH (C)LIQUIDATE DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH 9 SHALL BE DEEMED TO LIMIT: (i) TENANT'S OBLIGATIONS UNDER THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH LEASE; OR OTHERWISE OPPOSES SELLER(ii) TENANT'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR INDEMNIFICATION OBLIGATIONS CONTAINED IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS _____THIS EXHIBIT F. Landlord's Tenant's Initials:_____ __________Initials /s/ TENANT: Dated: ,1998 AT HOME CORPORATION, --------- a Delaware corporation By: /s/ KENNXXX X. XXXXXXX --------------------------------------- Its: --------------------------------------- By: --------------------------------------- Its: --------------------------------------- LANDLORD: Dated: MARTXX/XXXPUS ASSOCIATES, L.P., ------------- a Delaware limited partnership By: Martxx/Xxxwood Partners, L.P., a California limited partnership, its General Partner By: TMG Redwood LLC, A California limited liability Company Its: General Partner By: The Martxx Xxxup of Companies, Inc., a California corporation, Its General Partner By: ---------------------- Its: ----------------------

Liquidated Damages. If Seller fails to perform in accordance with the terms of this Agreement or if any representation or warranty made by Seller herein shall be untrue upon execution hereof or at the Closing Date, then Buyer may terminate this Agreement, and shall be entitled to all rights and remedies available at law and equity including but not limited to the right to specific performance and/or the right to recover damages from Seller. AS INDICATED BY THEIR INITIALS AT THE END OF THIS PARAGRAPH, BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT IF BUYER DEFAULTS IN ITS OBLIGATION TO CLOSE THE PURCHASE OF THE PROPERTY, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND SELLER SHALL BE DAMAGED THEREBY IN AN AMOUNT WHICH WOULD BE DIFFICULT AND IMPRACTICABLE TO ASCERTAIN. ACCORDINGLY, THE PARTIES HAVE DISCUSSED AGREE THAT THE DEPOSIT SHALL CONSTITUTE A FAIR AND NEGOTIATED IN GOOD FAITH REASONABLE ESTIMATE OF SELLER'S DAMAGES THEREFORE UNDER THE QUESTION CIRCUMSTANCES EXISTING AS OF THE DAMAGES DATE HEREOF AND THAT WOULD BE SUFFERED BY SELLER IF THE CLOSING DOES NOT OCCUR BECAUSE BUYER BREACHES THIS AGREEMENT AND HAVE ENDEAVORED TO REASONABLY ESTIMATE SUCH DAMAGES. THEY AGREE THAT (I) SUCH DAMAGES ARE AND WILL BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, (II) LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (AS IT MAY BE INCREASED FROM TIME TO TIME) ARE AND WOULD BE REASONABLE AS A MEASURE OF SUCH DAMAGES, (III) IN THE EVENT OF SUCH BREACH, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT SUCH AMOUNT AS SUCH LIQUIDATED DAMAGES, . BUYER HEREBY WAIVES ANY RIGHT TO CLAIM THAT SUCH AMOUNT IS NOT FAIR AND (IV) IN CONSIDERATION OF THE PAYMENT OF REASONABLE. THIS PROVISION IS BINDING AS BETWEEN BUYER AND SELLER AND EACH AGREES TO EXECUTE SUCH LIQUIDATED DAMAGES, SELLER SHALL DOCUMENTS AS MAY BE DEEMED REQUIRED TO HAVE WAIVED ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY ON ACCOUNT OF THE FAILURE OF THE CLOSING TO OCCUR, EXCEPT FOREFFECTUATE THIS PROVISION. BUYER: (A) CLAIMS FOR THE RETURN OR OTHER DELIVERY OF DOCUMENTS IN CONNECTION WITH THIS AGREEMENT; (B) ACTIONS TO EXPUNGE A LIS PENDENS OR OTHER CLOUDS ON TITLE CAUSED BY BUYER; (C) CLAIMS ON ACCOUNT OF BUYER'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, AND (D) ATTORNEYS' FEES AND COSTS INCURRED BY SELLER INCIDENT TO CLAUSES (A) THROUGH (C). NOTWITHSTANDING THE FOREGOING, IN THE EVENT BUYER OBJECTS TO, FAILS TO COOPERATE WITH OR OTHERWISE OPPOSES SELLER'S WITHDRAWAL OF THE DEPOSIT OUT OF THE ESCROW, SELLER SHALL HAVE ALL OF THE REMEDIES OTHERWISE AVAILABLE TO SELLER AT LAW OR IN EQUITY. SELLER'S INITIALS BUYER'S INITIALS __________ __________: