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________________ ________________ INITIALS INITIALS ©2019 AIR CRE.All Rights Reserved.Last Edited:3/8/2022 9:08 AM OFA-20.20,Revised 10-22-2020 Page 8 of 11 20.1 If this offer is not accepted by Seller on or before 5:00 P.M.according to the Ɵme standard applicable to the city of San Leandro on the date of February 14,2022 ,it shall be deemed automaƟcally revoked. 20.2 The acceptance of this offer,or of any subsequent counteroffer hereto,that creates an agreement between the ParƟes as described in paragraph 1.2,shall be deemed made upon delivery to the other Party or either Broker herein of a duly executed wriƟng uncondiƟonally accepƟng the last outstanding offer or counteroffer. 21.LIQUIDATED DAMAGES.(This Liquidated Damages paragraph is applicable only if iniƟaled by both ParƟes). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,PRIOR TO SIGNING THIS AGREEMENT,THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.THEREFORE,IF,AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT,BUYER BREACHES THIS AGREEMENT,SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF Deposits .UPON PAYMENT OF SAID SUM TO SELLER,BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER,AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.THE LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSITS MAY ONLY BE RETAINED BY SELLER AS DAMAGES IN THE EVENT THAT THE TRANSACTION CONTEMPLATED HEREIN DOES NOT CLOSE,AND THIS AGREEMENT IS TERMINATED,AS A RESULT OF A DEFAULT OF THE BUYER,AFTER BUYER HAS BEEN GIVEN NOTICE AND AN OPPORTUNITY TO CURE SUCH DEFAULT BUT HAS FAILED TO TIMELY DO SO. Buyer's IniƟals Seller's IniƟals 22.ARBITRATION OF DISPUTES.(This ArbitraƟon of Disputes paragraph is applicable only if iniƟaled by both ParƟes.) 22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF THE DEPOSIT SHALL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE JUDICIAL ARBITRATION &MEDIATION SERVICES,INC.("JAMS")IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES").ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. SUCH CONTROVERSY SHALL BE ARBITRATED BY A SINGLE ARBITRATOR,APPOINTED UNDER THE COMMERCIAL RULES WHO HAS HAD AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT.THE ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPERTY IS LOCATED,THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO,AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING.PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS.THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING,WHICH MAY INCLUDE ATTORNEYS'FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION.THE FAILURE OR REFUSAL OF A PARTY TO PAY SUCH PARTY’S REQUIRED SHARE OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIDENCE OR CROSS-EXAMINE WITNESSES,BUT SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT AGAINST THE NON-PAYING PARTY IN THE ABSENCE OF EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR MAKING AN AWARD.JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES,IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE:BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES"PROVISION.IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION,YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. Buyer's IniƟals Seller's IniƟals 23.Miscellaneous. 23.1 Binding Effect.This Agreement shall be binding on the ParƟes without regard to whether or not paragraphs 21 and 22 are iniƟaled by both of the ParƟes. Paragraphs 21 and 22 are each incorporated into this Agreement only if iniƟaled by both ParƟes at the Ɵme that the Agreement is executed.Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 23.2 Applicable Law.This Agreement shall be governed by,and paragraph 22.3 is amended to refer to,the laws of the state in which the Property is located. Any liƟgaƟon or arbitraƟon between the ParƟes hereto concerning this Agreement shall be iniƟated in the county in which the Property is located. 23.3 Time of Essence.Time is of the essence of this Agreement. 23.4 Counterparts.This Agreement may be executed by Buyer and Seller in counterparts,each of which shall be deemed an original,and all of which together shall consƟtute one and the same instrument.Escrow Holder,aŌer verifying that the counterparts are idenƟcal except for the signatures,is authorized and instructed to combine the signed signature pages on one of the counterparts,which shall then consƟtute the Agreement. 23.5 Waiver of Jury Trial.THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6 Conflict.Any conflict between the printed provisions of this Agreement and the typewriƩen or handwriƩen provisions shall be controlled by the typewriƩen or handwriƩen provisions.Seller and Buyer must iniƟal any and all handwriƩen provisions. 23.7 1031 Exchange.Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to parƟcipate in a 1031 exchange.Any