ADDENDUM NO. 4 TO OPTION AGREEMENT AND ESCROW INSTRUCTIONS

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1 ADDENDUM NO. 4 TO OPTION AGREEMENT AND ESCROW INSTRUCTIONS THIS ADDENDUM NO. 4 TO OPTION AGREEMENT AND ESCROW INSTRUCTIONS (this "Addendum 4") is entered into on April 11, 2016 (the "Effective Date"), between MMB MANAGEMENT, LLC, a California limited liability company ("Optionor"), and MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation "Optionee"). R E C I T A L S : A. Optionor and/or its affiliated entities are the owners of fee simple interest in a portion of the property located in Dana Point, California, consisting of 214 residential lots, beach club and other common areas amenities and commonly known as "Monarch Bay". B. Pursuant to that certain Option Agreement and Escrow Instructions dated September 2, 1988 (the "OAEI"), Optionor's predecessor-in-interest in ownership of Monarch Bay, SANWA BANK CALIFORNIA, as trustee of the MOULTON, MATHIS AND HANSON TRUSTS, granted Optionee an option to purchase Monarch Bay. C. Optionor and Optionee entered into that certain Mutual Estoppel Certificate and Agreement for Monarch Bay 1988 Option Agreement dated December 3, 2008 (the "Estoppel Certificate"), Sections 3.5 and 3.6 of which modified and/or clarified the OAEI. D. Optionor and Optionee entered into that certain: (a) Addendum to Option Agreement and Escrow Instructions dated December 9, 2011 (the "Original Addendum"); (b) Addendum No. 2 to Option Agreement and Escrow Instructions dated August 31, 2012 ("Addendum 2"); and (c) Addendum No. 3 to Option Agreement and Escrow Instructions dated September 28, 2012 ("Addendum 3"). In the Original Addendum, Addendum No. 2 and Addendum No. 3 (collectively, the "Addendum"), Optionor and Optionee supplemented and expanded the terms and provisions of the OAEI. E. The OAEI, the Estoppel Certificate, the Original Addendum, Addendum 2, Addendum 3 and this Addendum 4 are collectively referred to in this Addendum 4 as the "Option Agreement". Unless defined in this Addendum 4, all terms commencing with initial capital letters in this Addendum 4 shall have the same meaning ascribed to the terms in the Option Agreement. F. The Original Addendum sets forth the agreement between Optionor and Optionee regarding, among others, the "Lot Purchase Alternative" and "Discretionary Sale", as such terms are defined in Section 2 of the Original Addendum. Although Optionor and Optionee proceeded with the Lot Purchase Alternative in accordance with terms of the Original Addendum, no sales of Residential Lots were consummated pursuant to the Lot Purchase Alternative. Section 2 of the Original Addendum addresses the Discretionary Sale concept and provides, in part: "[n]otwithstanding whether or not any Residential Lots are sold pursuant to the Lot Purchase Alternative, until December 31, 2017, Optionor shall have the right to offer to Optionee and/or accept offers from Optionee for the sale of Residential Lots, at such prices and

2 on such terms as determined by Optionor and Optionee, each in their sole and absolute discretion, but subject to the terms and provisions of the Option Agreement..." G. In connection with the transaction contemplated by the Lot Purchase Alternative, Optionor and Optionee entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated December 9, 2011 (the "Original PSA"), and deposited the PSA with Escrow Holder and opened the Escrow. Section 2.1 of the Original PSA provides that the Original PSA shall govern the sale of each Residential Lot by Optionor to Optionee pursuant to any Discretionary Sale. Section 2.1 of the Original PSA further provides in connection with any Discretionary Sale, Optionor and Optionee shall execute and deliver to Escrow Holder an amendment to the PSA setting forth the terms of any Discretionary Sale. The Original PSA was subsequently amended by that certain (i) First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated August 31, 2012 (the "PSA First Amendment"); (ii) Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated September 28, 2012 (the "PSA Second Amendment"); (iii) Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated October 4, 2012 (the "PSA Third Amendment"); and (iv) Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated November 30, 2012 (the "PSA Fourth Amendment"). The Original PSA as amended by the PSA First Amendment, the PSA Second Amendment, the PSA Third Amendment and the PSA Fourth Amendment shall collectively be referred to herein as the "PSA". H. Optionor and Optionee agreed to the terms of a Discretionary Sale, subject to the terms and provisions of and as set forth in Addendum 2 and Addendum 3 (the "Initial Discretionary Sale"). Optionor sold forty-eight (48) Residential Lots pursuant to the Initial Discretionary Sale (collectively, the "Sold Residential Lots"). As a result, Optionor and/or its affiliated entities still own one hundred sixty-six (166) Residential Lots as of the Effective Date (collectively, the "Retained Residential Lots"). I. Optionor and Optionee have agreed to the terms of an additional Discretionary Sale, subject to the terms and provisions of and as set forth in this Addendum 4 (the "Additional Discretionary Sale"). Except as expressly provided to the contrary in this Addendum 4, nothing in this Addendum 4 is intended or shall operate to amend, modify or alter any of the existing rights and/or obligations of Optionor and/or Optionee pursuant to the Option Agreement. A G R E E M E N T : NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged by Optionor and Optionee, Optionor and Optionee agree as follows. 1. Additional Discretionary Sale. This Section 1 sets forth the terms governing the Additional Discretionary Sale pursuant to this Addendum Purchase Price. Subject to the terms of this Addendum 4, from the Effective Date until 5:00 p.m. Pacific time on June 17, 2016 (the "Additional Offering Period"), Optionee, or its Nominees, shall have the one (1) time right to purchase individual Residential Lots, based upon an overall value for the Retained Residential Lots, after applying -2-

3 the thirty-five percent (35%) discount provided for in the Option Agreement, equal to the sum of the individual lot values provided in the New Schedule (defined below) (the "Purchase Price"), in all cash, and in one (1) single closing. Optionee acknowledges receipt of that certain document entitled "Confidential Additional Discretionary Sale Schedule of Residential Lot Purchase Prices" (the "New Schedule"), which is incorporated in this Addendum 4 by this reference. The New Schedule contains the "Residential Lot Purchase Price" for each Retained Residential Lot, which was determined by allocating to each Retained Residential Lot a portion of the Purchase Price. With respect to the New Schedule, Optionor and Optionee agree: (a) the New Schedule contains a good faith determination by Optionor of the Residential Lot Purchase Price for each Retained Residential Lot; and (b) except for the Additional Discretionary Sale contemplated by this Addendum 4, the New Schedule shall not be utilized for any other purpose whatsoever, including, without limitation, as evidence of either Optionor's or Optionee's valuation of Monarch Bay and/or the Retained Residential Lots. Upon the closing of the Additional Discretionary Sale pursuant to this Addendum 4, or if the Additional Discretionary Sale contemplated by this Addendum 4 is not consummated, the New Schedule shall be of no further force or effect and the Residential Lot Purchase Price for each Retained Residential Lot set forth in the New Schedule shall not be binding on either Optionor or Optionee and/or its Nominees. Except for the respective officers, directors, managers, shareholders, accountants, attorneys, consultants and advisors of Optionor and Optionee and/or as reasonably required in connection with the Additional Discretionary Sale contemplated by this Addendum 4, Optionor and Optionee shall use reasonable good faith efforts to maintain in confidence and not to publish or otherwise disclose the contents of the New Schedule. Notwithstanding the foregoing, Optionor and Optionee acknowledge each sublessee of a Retained Residential Lot will be provided with the Residential Lot Purchase Price set forth in the New Schedule for the applicable sublessee's Residential Lot only. Except for the officers and directors of Optionee, none of the sublessees of Residential Lots shall be permitted to have a copy of the New Schedule and/or review the New Schedule, as each sublessee shall be entitled to the Residential Lot Purchase Price for the applicable sublessee's Residential Lot only. 1.2 Amendment to the PSA. In connection with the Additional Discretionary Sale contemplated by this Addendum 4, concurrent with the execution and delivery of this Addendum 4 by Optionor and Optionee and by no later than the Effective Date, Optionor and Optionee shall execute and deliver to Escrow Holder that certain Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (the "PSA Fifth Amendment"), in the form attached as Exhibit A and incorporated herein. The PSA, as amended by the New PSA Amendment, shall govern the sale of any Retained Residential Lots pursuant to the Additional Discretionary Sale contemplated by this Addendum Minimum Purchase Price at the Residential Lot Purchase Price. Optionee shall have the right to purchase individual Retained Residential Lots together with Optionor's lessor's interest in any leases of said Retained Residential Lots, provided by no later than the end of the Additional Offering Period Optionee submits to Optionor one (1) single offer to purchase Retained Residential Lots (the "Offer"), subject to and in accordance with the following terms and conditions: (a) the Offer shall list each Retained Residential Lot by address that Optionee, or its Nominees, are proposing to purchase pursuant to the Additional Discretionary Sale; (b) the Offer shall set forth the Residential Lot Purchase Price for each Retained Residential Lot that is the subject of the Offer, which shall be in the exact amount as the Residential Lot Purchase Price -3-

4 for the Retained Residential Lot listed in the New Schedule; (c) the cumulative Residential Lot Purchase Price for all Retained Residential Lots that are subject to the Offer shall be in the minimum amount of TWENTY MILLION DOLLARS ($20,000,000.00) (the "Minimum Purchase Price"), provided if the cumulative Residential Lot Purchase Price for all Retained Residential Lots subject to the Offer is less than $20,000, but the number of Retained Residential Lots subject to the Offer equals or exceeds ten (10) Retained Residential Lots (the "10-Lot Exception"), then the Minimum Purchase Price shall be decreased to equal the cumulative Residential Lot Purchase Price for such ten (10) or more Retained Residential Lots subject to the Offer; (d) the Offer shall confirm that Optionee, or its Nominees, have executed and deposited with Optionee, for each Retained Residential Lot that is the subject of the Offer, an Agreement of Purchase and Sale and Joint Escrow Instructions (Residential Lot PSA) between Optionee, as "Seller", and its Nominees, as "Buyer" (singularly, the "Residential Lot PSA" and collectively, the "Residential Lot PSAs"), in the form attached as Exhibit A to the PSA Fifth Amendment; and (e) the Offer shall confirm Optionee is in receipt of a deposit from Optionee, or its Nominees, for each Retained Residential Lot subject to the Offer, in an amount equal to three percent (3%) of the Residential Lot Purchase Price for each Retained Residential Lot that Optionee offers to purchase pursuant to the Offer (collectively, the "Deposit"). Optionee agrees Optionor shall be under no obligation: (i) to accept the Offer to purchase any Retained Residential Lot at less than the Residential Lot Purchase Price set forth in the New Schedule; (ii) to accept the Offer if the aggregate Residential Lot Purchase Price for the Retained Residential Lots proposed to be purchased by Optionee in the Offer does not equal or exceed the Minimum Purchase Price (unless the 10-Lot Exception applies); or (iii) to accept the Offer if the Offer does not comply with the terms and provisions of this Section 1.3 (collectively, the "Purchase Contingency"). If Optionee submits the Offer to Optionor that does not satisfy the Purchase Contingency, Optionor shall have the right, in the sole and absolute discretion of Optionor, to terminate the Additional Discretionary Sale by delivering written notice to Optionee and Escrow Holder on or before 5:00 p.m. Pacific time on June 24, If Optionee submits the Offer to Optionor in satisfaction of the Purchase Contingency, Optionor shall be obligated to convey to Optionee, or its Nominees, at the closing, the Retained Residential Lots set forth in the Offer, subject to the terms and provisions of this Addendum 4 and the PSA Fifth Amendment. The Offer shall be null and void, if Optionor receives the Offer subsequent to the end of the Additional Offering Period. If the Offer does not satisfy the Purchase Contingency and Optionor terminates the Additional Discretionary Sale, as provided in this Section 1.3, or if the Offer is null and void in the manner provided in the preceding sentence: (A) the Additional Discretionary Sale contemplated by this Addendum 4 shall automatically terminate and be of no further force or effect; and (B) the PSA Fifth Amendment shall be null and void and of no further force or effect. Notwithstanding the foregoing: (1) the Escrow shall not terminate and shall remain in effect; and (2) the PSA shall remain in full force and effect and unmodified, unless and until Optionor and Optionee agree to the terms of another "Discretionary Sale", each in their sole and absolute discretion, as provided in Section 2 of the Original Addendum, or the PSA terminates, in the manner provided in Section 2.1 of the Original Addendum. 1.4 Effect of the Offer Acceptance. If on or before the end of the Additional Offering Period Optionee submits the Offer to Optionor in accordance with the terms and provisions of Section 1.3, which satisfies the Purchase Contingency, or if Optionor waives the Purchase Contingency, in the sole and absolute discretion of Optionor, as provided in Section 1.3 (the "Offer Acceptance"), then within two (2) business days from the date of the Offer -4-

5 Acceptance, Optionee shall deliver to Escrow Holder the Residential Lot PSAs and the Deposit, as provided in Sections 1.3(d) and (e), respectively. 1.5 Approval of MBA; Good Faith Efforts of Optionor and Optionee. Optionee shall be solely responsible for obtaining all approvals required from the sublessees of Retained Residential Lots in connection with the Additional Discretionary Sale contemplated by this Addendum 4, in accordance with the governing documents of MONARCH BAY ASSOCIATION, a California non-profit corporation ("MBA") and/or Optionee. In addition, in connection with the Additional Discretionary Sale contemplated by this Addendum 4, Optionee shall be responsible for obtaining the written consent and approval of MBA to: (a) the Additional Discretionary Sale contemplated by this Addendum 4; and (b) the terms and provisions of this Addendum 4, including the PSA Fifth Amendment and the Residential Lot PSAs. The consent of MBA shall be evidenced by MBA executing and delivering, to Escrow Holder, concurrent with the Effective Date, the "Consent of Monarch Bay Association to Addendum No. 4 to Option Agreement Escrow Instructions", in the form attached to this Addendum 4. If, for any reason, except for a breach by Optionor or Optionee, the Additional Discretionary Sale does not occur as a result of the exercise by Optionor and/or Optionee of their/its rights in connection with the Additional Discretionary Sale, neither party shall allege or assert the other party acted in bad faith and/or not within their rights. Except for purposes of the Additional Discretionary Sale contemplated by this Addendum 4, Optionor and Optionee shall not use, in any manner whatsoever, this Addendum 4, the New Schedule and/or the Additional Discretionary Sale contemplated by this Addendum 4, as evidence of the other party's valuation of Monarch Bay. Optionor and Optionee agree they are attempting to consummate a good faith sale of the Retained Residential Lots by entering into this Addendum 4 and the Additional Discretionary Sale contemplated by this Addendum No Obligation of Optionor or Optionee to Additional Discretionary Sale. Except as expressly provided in this Addendum 4, if for any reason, other than as a result of the breach by Optionor, the Additional Discretionary Sale contemplated by this Addendum 4 does not result in the sale of any Retained Residential Lot, Optionor shall have no duty or obligation to offer and/or sell any of the Retained Residential Lots, and Optionee shall have no right or obligation to purchase any of the Retained Residential Lots, including, without limitation, to participate in any future Discretionary Sale, except as expressly provided in the Option Agreement. If the Additional Discretionary Sale results in the sale of any Retained Residential Lot, subsequent thereto Optionor shall have no duty or obligation to offer and/or sell, and Optionee shall have no right or obligation to purchase, any of the Retained Residential Lots, including, without limitation, to participate in any future Discretionary Sale, except as expressly provided in the Option Agreement. 2. BRE Compliance. Reference is made to the Final Subdivision Public Report for Monarch Bay issued by the California Department of Real Estate (now known as the California Bureau of Real Estate and hereinafter, the "BRE") on February 23, 2012 (the "Final Report"). Section 3 of the Final Report provides: "This report shall be null and void until further clearance is obtained from the Commissioner in the event there is any change in the plan of offering or in any other information submitted in the Notice of Intention." Since the Additional Discretionary -5-

6 Sale contemplated by this Addendum 4 will involve the modification of the documents previously submitted to the BRE in connection with the Final Report, Optionor and Optionee acknowledge and agree the Additional Discretionary Sale is subject to approval by the BRE. The BRE has advised it should take approximately thirty (30) to sixty (60) days, from the date this Addendum 4 is executed by Optionor and Optionee and submitted to the BRE, for the BRE to advise if the BRE has any comments or objections to the Additional Discretionary Sale. If the BRE does not have any comments or objections, the BRE will issue an confirming receipt of the documents in accordance with Section 3 of the Final Report (the "Approval"). Neither Optionor nor Optionee shall be bound by the Additional Discretionary Sale contemplated by this Addendum 4, unless and until the BRE issues the Approval. 3. Optionor's Representations and Warranties. Optionor represents and warrants to Optionee that: 3.1 Formation. Optionor is duly formed, validly existing and in good standing under the laws of the State of California and has all requisite power and authority to enter into and to consummate the transactions contemplated by this Addendum Authority. Optionor has duly authorized the execution and delivery of this Addendum 4. No other action by Optionor is required to the valid and binding execution, delivery and performance of this Addendum Approval. This Addendum 4 was duly approved by the requisite vote or consent of the members of Optionor, which approval or consent has not been modified or rescinded. 3.4 No Violation. The execution and delivery of this Addendum 4 and the performance by Optionor of its terms do not conflict with or result in a violation of Optionor's Articles of Organization or Operating Agreement or any judgment, order or decree to which Optionor is subject. 4. Optionee's Representations and Warranties. Optionee covenants, represents and warrants to Optionor that: 4.1 Formation. Optionee is duly formed, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Addendum Authority. Optionee has duly authorized the execution and delivery of this Addendum 4. No other action by Optionee is required to the valid and binding execution, delivery and performance of this Addendum No Violation. The execution and delivery of this Addendum 4 and the performance by Optionee of its terms do not conflict with or result in a violation of Optionee's Articles of Incorporation or Bylaws, or any judgment, order or decree to which Optionee is subject. -6-

7 5. Notices. Any notice, demand, approval, consent or other communication required or permitted pursuant to the Option Agreement shall be validly given or made only if in writing, properly sent by registered or certified mail, return receipt requested, courier or overnight delivery (e.g., FedEx), facsimile and addressed to the party for whom intended, or by , as follows: If to Optionor: and With a Copy to: If to Optionee: and with a copy to: Mr. Scott T. Barnes Elsberry Way Lake Forest, California Facsimile: (949) scottbarnesmmb@gmail.com Mr. Jared K. Mathis c/o The Moulton Company 300 Spectrum Center Drive, Suite 300 Irvine, California Facsimile: (949) jaredmathismmb@gmail.com Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Main Street, 5 th Floor Irvine, California Attention: Brad H. Nielsen, Esq. Facsimile: (949) bnielsen@allenmatkins.com Mr. Leonard Kranser President of the Monarch Bay Land Association 75 Monarch Bay Drive Dana Point, California Facsimile: (949) kranser@cox.net Mr. Marc Kazarian VP and Secretary of the Monarch Bay Land Association 339 Monarch Bay Drive Dana Point, California Facsimile: (949) mkazarian@cox.net Brian D. Moreno, Esq W. Olympic Blvd., Suite 700 Los Angeles, California Facsimile: (310) bdm@sghoalaw.com -7-

8 Either party may, from time to time, by written notice to the other, designate a different address, which shall be substituted for that specified above. Each such notice, demand, approval, consent, or other communication shall be deemed effective and given: (a) three (3) business days after deposit in the United States mail; (b) the next business day if sent via overnight delivery; or (c) upon receipt if delivered by courier, facsimile or by 5 p.m. on a business day, or the first (1st) business day after receipt if delivered, facsimiled or ed after 5 p.m. or on a holiday or weekend. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. 6. Brokers. Optionor represents and warrants to Optionee no real estate agents, brokers or finders have been involved or represented Optionor in the negotiation of the Additional Discretionary Sale contemplated by this Addendum 4 or the execution of this Addendum 4. Optionee represents and warrants to Optionor no real estate agents, brokers or finders have been involved or represented Optionee in the Additional Discretionary Sale contemplated by this Addendum 4 or the execution of this Addendum 4. In the event of any claim by any person or entity for any broker, finder or other fee or compensation in connection with this Addendum 4, the party whose alleged statement, representation or agreement giving rise to such claim shall defend, indemnify and hold harmless the other party from any liability in connection with the claim, including, without limitation, reasonable attorney fees and costs. Neither Optionor nor Optionee shall be required to pay any compensation and/or brokerage commission to any brokers, agents and/or finders of any purchasers of Retained Residential Lots in connection with the sale of any Retained Residential Lots pursuant to the Additional Discretionary Sale contemplated by this Addendum Memorandum of Addendum 4. Concurrent with the execution and delivery of this Addendum 4 by Optionor and Optionee, Optionor and Optionee shall execute, acknowledge and deliver to Escrow Holder the Memorandum of Addendum No. 4 to Option Agreement and Escrow Instructions, in the form attached as Exhibit B and incorporated herein, which Optionor and Optionee instruct Escrow Holder to record in the Official Records of Orange County, California. 8. Successors and Assigns. Subject to the provisions of Section 18 of the OAEI, this Addendum 4 shall be binding on and shall inure to tie benefit of Optionor and Optionee and their respective successors and assigns. 9. No Modification. Except as expressly provided to the contrary in the Estoppel Certificate, the Addendum, Addendum 2, Addendum 3 and this Addendum 4, the OAEI shall remain in full force and effect and unmodified. In the event of a conflict between the terms and provisions of this Addendum 4 and the Option Agreement, the terms and provisions of this Addendum 4 shall control and prevail. 10. Further Assurances. Whenever requested to do so by the other party, each party shall execute, acknowledge and deliver any further reasonable conveyances, assignments, confirmations, satisfactions, releases, instruments of further assurance, approvals, consents and any further instruments or documents that are necessary, expedient or proper in connection with -8-

9 the transaction contemplated by this Addendum 4. In addition, each party shall perform any other reasonable acts in order to carry out the intent and purpose of this Addendum Section 1031 Exchange. As provided in Section 30 of the OAEI, Optionee shall reasonably cooperate with Optionor to effectuate the sale of Retained Residential Lots in accordance with the Additional Discretionary Sale contemplated by this Addendum 4 pursuant to an Internal Revenue Code Section 1031 tax-deferred exchange. 12. Retained Residential Lots Owned by Optionor or its Affiliates. Optionor and Optionee acknowledge and agree that pursuant to the terms of Section of the Original Addendum, Optionee has the right to relinquish and waive any and all rights of Optionee and the applicable sublessee in and to any Final Remaining Residential Lot by delivering a Relinquishment Notice. Notwithstanding the terms of such Section or any other provision of the Addendum, Optionee hereby agrees that, (a) any and all Retained Residential Lot(s) identified in writing by Optionor to Optionee on or before the first day of the Negotiation Period (as defined in Section 6.3 of the OAEI, i.e., currently January 1, 2019) and subleased by Optionor or any party affiliated with Optionor (including, without limitation, any members or managers of Optionor or any family members of such members or managers of Optionor) as of June 30, 2020 shall be deemed a Final Remaining Residential Lot for all purposes of the Option Agreement as amended by this Addendum 4, and (b) upon receipt of written request from Optionor, Optionee shall be deemed to have delivered a Relinquishment Notice to Optionor and Escrow Holder identifying the lots described in clause (a) above as Relinquished Lots (as defined in Section of the Original Addendum) as of June 30, 2020 for all purposes of the Option Agreement as amended by this Addendum 4, and shall promptly deliver to Optionor the recordable Quitclaim Deeds described in Section of the Original Addendum. For purposes of clarity, Optionor and Optionee acknowledge and agree that (i) the purpose of this Section 12 is to recognize that, as partial consideration for Optionor's willingness to enter into this Addendum 4 and Optionor's willingness to pay for the Additional Closing Costs (as defined in Section 6.8 of the PSA Fifth Amendment), Optionee is hereby waiving any and all rights it has to acquire the lots described in clause (a) above as Relinquished Lots pursuant to the terms of the Option Agreement as amended by this Addendum 4, (ii) under no circumstances shall (A) Optionor be entitled to identify any Retained Residential Lot as a Final Remaining Residential Lot under clause (a) above, or (B) Optionee be deemed to have delivered a Relinquishment Notice or be required to deliver the applicable Quitclaim Deed under clause (b) above, unless the then current sublessee of such applicable Retained Residential Lot consents to the same, and, (iii) the Option Agreement as amended by this Addendum 4 now provides that if Optionee waives (or is deemed to have waived) any and all rights it has to acquire the lots described in clause (a) above as Relinquished Lots, then (A) the applicable Relinquished Lots will not be included in the negotiation process conducted during the Negotiation Period (as defined in Section 6.3 of the OAEI), including any appraisals completed as part of such negotiation process, and (B) each existing sublessee of a Relinquished Lot shall remain a member of the Monarch Bay Land Association and shall continue to be required to pay (aa) all applicable assessments (if any) assessed to all members of the Monarch Bay Land Association and (bb) all then current quarterly leasehold payments to PF Consultants until the expiration of its sublease on June 30,

10 [THIS ADDENDUM 4 CONTINUES ON THE NEXT PAGE] -10-

11 13. Counterparts; Facsimile Execution. This Addendum 4 may be executed in counterparts, all of which shall constitute the same agreement, notwithstanding that all parties to this Addendum 4 are not signatories to the same original counterpart Delivery of an executed counterpart of this Addendum 4 by facsimile or shall be equally as effective as delivery of an original executed counterpart. IN WITNESS WHEREOF, Optionor and Optionee have caused their duly authorized representatives to execute this Addendum 4 to be effective as of the Effective Date. OPTIONOR MMB MANAGEMENT, LLC, a California limited liability company By: Jared K. Mathis Chief Executive Officer OPTIONEE MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation By: Leonard Kranser President By: Marc Kazarian Vice President and Secretary -11-

12 CONSENT OF MONARCH BAY ASSOCIATION TO ADDENDUM NO. 4 TO OPTION AGREEMENT AND ESCROW INSTRUCTIONS MONARCH BAY ASSOCIATION, a California non-profit corporation ("MBA"), is the current "Lessee" pursuant to that certain Ground Lease of the property located in Dana Point, California, and commonly known as Monarch Bay made as of July 1, 1960, entered into by and between FIRST WESTERN BANK AND TRUST COMPANY, a California banking corporation, as Lessor, and LAGUNA NIGUEL CORPORATION, a California corporation ("LNC"), as Lessee. A Memorandum of Ground Lease was recorded on July 1, 1960, in Book 5311, Page 44 of Official Records of Orange County, California. Pursuant to that certain Assignment and Assumption of Lease and Subleases dated October 22, 1971, LNC assigned the interest of Lessee in the Ground Lease to AVCO COMMUNITY DEVELOPERS, INC., a California corporation ("ACD"), which was recorded in the Official Records of Orange County, California on June 10, 1972, in Book 10180, Page 391. The Ground Lease was amended by a document entitled "Amendment to Ground Lease", dated December 21, 1988, and recorded in the Official Records of Orange County, California, on February 6, 1989, as Instrument No Pursuant to that certain Assignment and Assumption of Lessee's Interest Under Lease between ACD and MBA dated December 3, 2008 (the "Assignment and Assumption"), ACD assigned to MBA the interest of Lessee under the Ground Lease and the Amendment to Ground Lease, and all right and title and interest under the Subleases, as defined in the Assignment and Assumption, and MBA assumed and agreed to perform the obligations pursuant to the Ground Lease, the Ground Lease Amendment and the Subleases (the "Assignment"). To evidence the Assignment, MMB MANAGEMENT, LLC, a California limited liability company ("MMB"), ACD, MBA and CALIFORNIA WESTERN HOME FINANCING PARTNERS77-California limited partnership ("Cal-Western"), entered into that certain Memorandum of Assignment of Lessee Interest Under Lease and Acknowledgement of Grant of Leasehold Security Interest dated December 3, 2008, which was recorded in the Official Records of Orange County, California, on December 3, 2008, as Instrument No (the "Memorandum of Assignment"). Pursuant to that certain Second Amendment to Ground Lease between MMB and MBA dated December 9, 2011 (the "Second Amendment to Ground Lease"), MMB and MBA modified certain terms and provisions of the Ground Lease, which was consented to by Cal- Western. The Ground Lease, the Amendment to Ground Lease, the Assignment and Assumption, the Memorandum of Assignment and the Second Amendment to Ground Lease are collectively referred to as the "Ground Lease". [THIS CONSENT CONTINUES ON THE NEXT PAGE] -12-

13 By executing this Consent of Monarch Bay Association to Addendum No. 4 to Option Agreement and Escrow Instructions (this "MBA Consent"), MBA (a) acknowledges and MBA approves the terms and provisions of Addendum No. 4 to Option Agreement and Escrow Instructions between MMB, as "Optionor", and MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation, as "Optionee", dated April 11, 2016 ("Addendum 4"), including, without limitation, the terms and provisions of Addendum 4 that involve or relate to the Ground Lease and the possible sale of Retained Residential Lots pursuant to the Additional Discretionary Sale, as defined in Addendum 4, and (b) agrees, following receipt of written request from Optionor and/or Optionee and at no cost to Optionor, to promptly enter into a partial assignment, quitclaim or other agreement pursuant to which the MBA shall agree to terminate and/or assign to Optionor (or its designee) its ground lessee interest in any Retained Residential Lots subleased by Optionor or any affiliates of Optionor. IN WITNESS WHEREOF, MBA has caused this MBA Consent to be executed by the duly authorized representatives of MBA to be effective as of the Effective Date of Addendum 4. OPTIONEE Dated:, 2016 MONARCH BAY ASSOCIATION, a California non-profit corporation By: Doug McLeish President By: Michael Winterhalter Secretary -13-

14 TO ADDENDUM NO. 4 TO OPTION AGREEMENT AND ESCROW INSTRUCTIONS FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this "PSA Amendment") is entered into this 11 th day of April, 2016 (the "Effective Date"), between MMB MANAGEMENT, LLC, a California limited liability company ("Seller"), and MONARCH BAY LAND ASSOCIATION, a California nonprofit mutual benefit corporation "Buyer"). R E C I T A L S : A. Seller and/or its affiliated entities are the owners of fee simple interest in a portion of the property located in Dana Point, California, consisting of 214 residential lots, beach club, roads and other common areas amenities commonly known as Monarch Bay. B. Pursuant to that certain Option Agreement and Escrow Instructions dated September 2, 1988 (the "OAEI"), Seller's predecessor-in-interest in ownership of Monarch Bay, SANWA BANK CALIFORNIA, as trustee of the MOULTON, MATHIS AND HANSON TRUSTS, as "Optionor", granted Buyer, as "Optionee", an option to purchase Monarch Bay. C. Seller, as "Optionor", and Buyer, as "Optionee", entered into that certain Mutual Estoppel Certificate and Agreement for Monarch Bay 1988 Option Agreement dated December 3, 2008 (the "Estoppel Certificate"), Sections 3.5 and 3.6 of which modified and/or clarified the OAEI. D. Seller, as "Optionor", and Buyer, as "Optionee", entered into that certain (i) Addendum to Option Agreement and Escrow Instructions dated December 9, 2011 (the "Original Option Addendum"); (ii) Addendum No. 2 to Option Agreement and Escrow Instructions dated August 31, 2012 ("Addendum 2"); and (iii) Addendum No. 3 to Option Agreement and Escrow Instructions dated September 28, 2012 ("Addendum 3"). In the Original Option Addendum, Addendum No. 2 and Addendum No. 3 (collectively, the "Option Addendum"), Seller and Buyer further modified and/or clarified certain terms and provisions of the OAEI and/or the Estoppel Certificate. E. Seller, as "Optionor" and Buyer, as Optionee", entered into that certain Addendum No. 4 to Option Agreement and Escrow Instructions dated April 11, 2016 ("Option Addendum 4"), pursuant to which Optionor and Optionee supplemented and expanded the terms and provisions of the OAEI and the Option Addendum. F. The OAEI, the Estoppel Certificate, the Option Addendum and the Option Addendum 4 are collectively referred to in this PSA Amendment as the "Option Agreement", which is incorporated into this PSA Amendment by this reference. -1-

15 G. As provided in Section 2.1 of the Original Option Addendum, concurrent with the execution and delivery of the Original Option Addendum, Seller and Buyer entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated December 11, 2011 (the "Original PSA"), and deposited the Original PSA with Escrow Holder and opened the Escrow, as such terms are defined in Section 1.1 of the Original PSA. The Original PSA was subsequently amended by that certain (i) First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated August 31, 2012 (the "PSA First Amendment"); (ii) Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated September 28, 2012 (the "PSA Second Amendment"); (iii) Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated October 4, 2012 (the "PSA Third Amendment"); and (iv) Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated November 30, 2012 (the "PSA Fourth Amendment"). The Original PSA as amended by the PSA First Amendment, the PSA Second Amendment, the PSA Third Amendment and the PSA Fourth Amendment shall collectively be referred to herein as the "PSA". Unless defined in this PSA Amendment, all terms commencing with initial capital letters in this PSA Amendment shall have the same meaning ascribed to the terms in the PSA. H. Section 2.1 of the Original PSA provides the PSA governs the sale of all Residential Lots conveyed by Seller to Buyer pursuant to the "Lot Purchase Alternative" or in connection with any "Discretionary Sale", as such terms are defined in Section 2 of the Original Option Addendum. Although Seller and Buyer proceeded with the Lot Purchase Alternative in accordance with terms of the Option Addendum, no sales of Residential Lots were consummated pursuant to the Lot Purchase Alternative. Section 2 of the Original Option Addendum provides, in part: [n]otwithstanding... whether or not any Residential Lots are sold pursuant to the Lot Purchase Alternative, until December 31, 2017, Optionor [Seller] shall have the right to offer to Optionee [Buyer] and/or accept offers from Optionee for the sale of Residential Lots, at such prices and on such terms as determined by Optionor and Optionee, each in their sole and absolute discretion, but subject to the terms and provisions of the Option Agreement...." I. Optionor and Optionee agreed to the terms of a Discretionary Sale, subject to the terms and provisions of and as set forth in Addendum 2 and Addendum 3 (the "Initial Discretionary Sale"). Optionor sold forty-eight (48) Residential Lots pursuant to the Initial Discretionary Sale (collectively, the "Sold Residential Lots"). As a result, Optionor and/or its affiliated entities still own one hundred sixty-six (166) Residential Lots as of the Effective Date (collectively, the "Retained Residential Lots"). J. Section 2.1 of the Original PSA provides, in connection with any Discretionary Sale, Buyer and Seller are to execute and deliver to Escrow Holder an amendment to the PSA setting forth the terms of the Discretionary Sale. Seller and Buyer have agreed to the terms of the "Additional Discretionary Sale", as such term is defined in and subject to the terms and provisions of Option Addendum 4 and this PSA Amendment. In connection with the Additional Discretionary Sale contemplated by Option Addendum 4, Seller and Buyer desire to enter into this PSA Amendment. The PSA and this PSA Amendment are jointly referred to in this PSA Amendment as the "Purchase Agreement". -2-

16 A G R E E M E N T : NOW, THEREFORE, for valuable consideration, including, without limitation, the Independent Consideration, as such term is defined in Section 1.3 of the Original PSA, the receipt and adequacy of which is hereby acknowledged by Seller and Buyer, Seller and Buyer agree as follows. I. ESCROW 1.1 Opening of Escrow. Concurrent with the execution of this PSA Amendment, Seller and Buyer shall deliver a fully executed original counterpart of this PSA Amendment to Escrow Holder, which shall be deposited in the Escrow. In addition, concurrent with the delivery of this PSA Amendment by Seller and Buyer to Escrow Holder, Buyer shall deliver to Escrow Holder the "Consent of Monarch Bay Association to Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions", in the form attached to this PSA Amendment, with the original signatures of MONARCH BAY ASSOCIATION, a California non-profit association ("MBA"). Additionally, as of the Effective Date, First American, as such term is defined in Section 1.1 of the Original PSA, shall execute and deliver to Escrow Holder that certain "Consent of First American Trust, FSB to First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions", in the form attached to this PSA Amendment. 1.2 Escrow Instructions. This PSA Amendment, the PSA, to the extent not inconsistent with and/or superseded by this PSA Amendment, and the Escrow Instructions of Escrow Holder, in the form attached as Exhibit G to the Original PSA, shall constitute the Escrow Instructions for purposes of this PSA Amendment. To the extent not inconsistent with the terms of the PSA, as modified by this PSA Amendment, this PSA Amendment and/or the Escrow Instructions, Seller and Buyer shall immediately execute any supplemental escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms and conditions of this PSA Amendment. In the event of any conflict between the terms and conditions of this PSA Amendment and the terms and conditions of any supplemental escrow instructions, the terms and conditions of this PSA Amendment shall control, unless otherwise agreed to in writing by Seller and Buyer. II. ADDITIONAL DISCRETIONARY SALE 2.1 Offer Acceptance. Section 1.4 of the Option Addendum 4 provides, if there is an "Offer Acceptance", as such term is defined in Section 1.4, within two (2) business days from the date of the Offer Acceptance, Buyer shall deliver to Escrow Holder (the "Conditions"): (a) a fully executed Agreement of Purchase and Sale and Joint Escrow Instructions (Residential Lot PSA) between Buyer, as "Seller", and Buyer, or its Nominees, as "Buyer", in the form attached as Exhibit A to this PSA Amendment (collectively, the "Residential Lot PSAs"), for each Residential Lot subject to the Offer, as such term is defined in Section 1.3 of Option Addendum 4; and (b) amount equal to three percent (3%) of the Residential Lot Purchase Price for each Residential Lot that Buyer offers to purchase pursuant to the Offer, which shall be equal to three percent (3%) of the DS Purchase Price, as such term is defined in Section 3.1 of this PSA Amendment (the "Deposit"). The date the Conditions are satisfied shall constitute the "Opening of Escrow" for purposes of this PSA Amendment. Upon the Opening of Escrow, -3-

17 Buyer, and any Nominees, shall establish separate sub-escrows with Escrow Holder for each Residential Lot subject to the Offer. The Deposit shall be apportioned by Escrow Holder depositing in each sub-escrow an amount equal to three percent (3%) of the Residential Lot Purchase Price for each Residential Lot subject to the Offer (individually, the "Buyer's Deposit" and collectively, the "Buyer's Deposits"). The total of the Buyer's Deposits shall be equal to the Deposit. 2.2 Disposition of the Deposit. If the sale of Residential Lots pursuant to the Additional Discretionary Sale contemplated by this PSA Amendment is consummated, the Deposit and all interest earned thereon shall be credited towards the Purchase Price, as such term is defined in Section 3.1. Immediately upon Buyer's written demand to Seller, Seller shall authorize Escrow Holder to return the Buyer's Deposits to Buyer or its Nominees in the event this PSA Amendment is terminated for any reason other than a default by Buyer. Notwithstanding the foregoing, Seller shall be entitled to the Buyer's Deposits of Buyer or its Nominees of the Excluded-Residential Lots, as such term is defined in and as provided in Section 6.2. Seller shall be solely responsible for the fees, costs and expenses of the Escrow and Escrow Holder, if as a result of a default by Seller the Additional Discretionary Sale contemplated by this PSA Amendment is not consummated. 2.3 Residential Lot PSAs. Buyer agrees the Residential Lot PSAs shall be subject to the terms and provisions of the Purchase Agreement. In the event of any conflict between the terms and provisions of the Residential Lot PSAs and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall control and prevail. 2.4 Termination of the Additional Discretionary Sale. Seller and Buyer agree, in the event the Additional Discretionary Sale pursuant to this PSA Amendment terminates in the manner provided in this PSA Amendment, this PSA Amendment shall be null and void and of no further force or effect as of the date of the termination. Notwithstanding the foregoing: (a) the Escrow shall not terminate and shall remain in effect; and (b) the PSA shall remain in full force and effect and unmodified, unless and until Optionor and Optionee agree to the terms of another "Discretionary Sale", each in their sole and absolute discretion, as provided in Section 2 of the Original Option Addendum, or the PSA terminates, in the manner provided in Section 2.1 of the Original Option Addendum. III. PURCHASE PRICE 3.1 Purchase Price; Revised Purchase Price. The purchase price for the Retained Residential Lots subject to the Offer shall be the cumulative total of the Residential Lot Purchase Price for each Retained Residential Lot set forth in the Offer (the "Additional DS Purchase Price"). Notwithstanding the foregoing, the Additional DS Purchase Price shall be subject to adjustment: (a) to the Revised Additional DS Purchase Price or the Amended Additional DS Purchase Price (as such terms are defined below), if there are any Removed Retained Residential Lots, as such terms are defined in and as provided in Section 4.1 below; (b) in the manner provided in Section 4.2 below; or (c) if there are any Excluded Retained Residential Lots, as such term is defined in and in the manner provided in Section 6.2 below. The Additional DS Purchase Price, or if the Additional DS Purchase Price is adjusted in the manner provided in this -4-

18 Section 3.1, shall constitute the "Purchase Price" for purposes of the Additional Discretionary Sale. 3.2 Balance of the Additional DS Purchase Price or the Revised Additional DS Purchase Price. At least two (2) days prior to the Closing Date, as such term is defined in Section 6.1 below, Buyer shall deposit with Escrow Holder the balance of the Purchase Price, after crediting the Deposit and interest thereon, in cash or other immediately available funds, together with such additional sums of money required for Buyer to pay the prorations and costs and expenses to be paid by Buyer, as provided in this PSA Amendment (the "Additional DS Purchase Price Balance"). IV. BUYER'S CONTINGENCIES 4.1 Financing Contingency. Buyer, or its Nominees, shall have until 5:00 p.m. on September 16, 2016 (the "Financing Contingency Period") to obtain commitments for any financing required by Buyer, or its Nominees, to pay the Residential Lot Purchase Price (the "Financing Contingency") for each of the Retained Residential Lots subject to the Offer, which in the aggregate shall total the Additional DS Purchase Price. Buyer will be deemed to have automatically waived and/or satisfied the Financing Contingency, unless Buyer delivers written notice to Seller and Escrow Holder by no later than the end of the Financing Contingency Period, stating Buyer, or its Nominees, have not waived and/or satisfied the Financing Contingency, which notice shall specify the Retained Residential Lots subject to the Offer with respect to which Buyer is not waiving the Financing Contingency (the "Financing Notice"). If Buyer delivers the Financing Notice to Seller and Escrow Holder prior to the end of the Financing Contingency Period, Seller shall have the right, for a period of ten (10) days subsequent to Seller's receipt of the Financing Notice, to terminate the Additional Discretionary Sale, in the sole and absolute discretion of Seller, if Buyer does not waive in the Financing Notice the Financing Contingency with respect to those Retained Residential Lots subject to the Offer with a minimum aggregate Residential Lot Purchase Price equal to the greater of ninety percent (90%) of the Additional DS Purchase Price, or the Additional DS Purchase Price less TWO MILLION DOLLARS ($2,000,000.00) (the "Additional DS Minimum"). Notwithstanding any reduction of the Additional DS Purchase Price pursuant to Section 4.2 below, the Additional DS Purchase Price shall not be reduced for purposes of calculating the Additional DS Minimum pursuant to this Section 4.1. For example, if the Additional DS Purchase Price is in the amount of TWENTY MILLION DOLLARS ($20,000,000.00), Buyer, pursuant to both of the foregoing formulas, would have to waive the Financing Contingency with respect to Retained Residential Lots subject to the Offer with an aggregate Residential Lot Purchase Price in a minimum amount of EIGHTEEN MILLION DOLLARS ($18,000,000.00), or Seller would have the right to terminate the Additional Discretionary Sale. Additionally, if the Additional DS Purchase Price is THIRTY MILLION DOLLARS ($30,000,000.00), Buyer would have to waive the Financing Contingency with respect to Retained Residential Lots subject to the Offer with an aggregate Residential Lot Purchase Price in the minimum amount of TWENTY-EIGHT MILLION DOLLARS ($28,000,000.00), or Seller would have the right to terminate the Additional Discretionary Sale. If in the Financing Notice Buyer waives the Financing Contingency with respect to Retained Residential Lots with an aggregate Residential Lot Purchase Price that equals or exceeds the Additional DS Minimum (the "Revised Additional DS Purchase Price"), Seller shall not have the right to terminate the Additional Discretionary Sale. If in the Financing Notice Buyer does -5-

19 not waive the Financing Contingency with respect to the Retained Residential Lots with an aggregate Residential Lot Purchase Price that equals or exceeds the Additional DS Minimum, and Seller does not elect to terminate the Additional Discretionary Sale in the manner provided in this Section 4.1, the cumulative Residential Lot Purchase Price for those Retained Residential Lots that Buyer waives or is deemed to have waived the Financing Contingency shall constitute the "Amended Additional DS Purchase Price" for purposes of this PSA Amendment. If Seller terminates the Additional Discretionary Sale in the manner provided in this Section 4.1, Buyer, or its Nominees, will be entitled to a return of the Buyer's Deposits, and the sub-escrows shall terminate, with Buyer, or its Nominees, being solely responsible for the payment of the fees and costs of Escrow Holder. If the Additional Discretionary Sale is not terminated in the manner provided in this Section 4.1, Buyer, or its Nominees, will be entitled to a refund of the Buyer's Deposits attributable to the Retained Residential Lots with respect to which Buyer does not waive the Financing Contingency in the Financing Notice (the "Removed Retained Residential Lots"), In such event, the sub-escrows for the Removed Retained Residential Lots shall terminate, with Buyer, or its Nominees, being solely responsible for the payment of any fees and costs of Escrow Holder in connection with the terminated sub-escrows, and the Removed Retained Residential Lots shall be deleted from the Offer. 4.2 Title Contingency. Subject to the satisfaction of the Conditions, Escrow Holder shall deliver to Seller and Buyer, by no later than ten (10) business days subsequent to the Opening of Escrow, title commitments on each Retained Residential Lot subject to the Offer (singularly, "Title Commitment" and collectively, "Title Commitments"). Buyer shall have the right to disapprove title to any Retained Residential Lot subject to the Offer, by delivering written notice to Seller and Escrow Holder no later than fifteen (15) business days from receipt of the Title Commitments, only if any Title Commitment contains any title exception in addition to the Approved Exceptions, as defined in Section 4.1 of the Original PSA, and that Seller is obligated to remove pursuant to Section 9.1 of the OAEI ("Buyer's Disapproval Notice"). Any Buyer's Disapproval Notice shall list the exception number and description and the reason for the objection of Buyer ("Title Objection"). If Buyer fails to deliver any Buyer's Disapproval Notice to Seller and Escrow Holder by no later than fifteen (15) business days from Buyer's receipt of the Title Commitments, Buyer will be deemed to have approved, on behalf of Buyer and any Nominees, title to the Retained Residential Lots subject to the Offer as set forth in the Title Commitments. If Buyer delivers any Buyer's Disapproval Notice to Seller and Escrow Holder by no later than fifteen (15) business days from Buyer's receipt of the Title Commitments, Seller shall have the right, in the sole and absolute discretion of Seller, by delivering written notice to Buyer and Escrow Holder no later than five (5) business days subsequent to Seller's receipt of any Buyer's Disapproval Notice ("Seller's Title Notice"), to elect to either: (a) decline to remove any Title Objection set forth in Buyer's Disapproval Notice, in which event the Additional Discretionary Sale shall terminate as to all Retained Residential Lots set forth in Buyer's Disapproval Notice for which Seller declines to remove any Title Objection; or (b) agree to remove any Title Objection set forth in Buyer's Disapproval Notice by no later than the Closing Date. If Seller fails to deliver Seller's Title Notice to Buyer and Escrow Holder by no later than five (5) business days subsequent to Seller's receipt of any Buyer's Disapproval Notice, Seller will be deemed to have automatically elected not to remove any Title Objection set forth in Buyer's Disapproval Notice, in which event the Offer will terminate as to all Retained Residential Lots set forth in Buyers Disapproval Notice and for which Seller is deemed to have elected not to remove any Title Objections. As to any Retained Residential Lot with respect to -6-

20 which the Offer is terminated in the manner provided in this Section 4.2: (aa) the Additional DS Purchase Price shall be automatically reduced by the Residential Lot Purchase Price; and (bb) the sub-escrows shall terminate and Buyer shall be entitled to a refund of the Buyer's Deposit of Buyer or its Nominees, subject to Buyer, or its Nominees, paying the fees and costs of Escrow Holder in connection with the terminated sub-escrows. Notwithstanding the foregoing, if pursuant to Section 4.2(aa) the Additional DS Purchase Price is reduced below the Additional DS Minimum, Seller shall have the right, in the sole and absolute discretion of Seller, to terminate the Additional Discretionary Sale. In the event of the termination of the Additional Discretionary Sale in the manner provided in this Section 4.2, Buyer, or its Nominees, shall be entitled to a refund of the Buyer's Deposits, subject to Buyer, or its Nominees, paying the fees and costs of Escrow Holder. Buyer, or its Nominees, shall pay the cost of Title Commitments, subject to Buyer or its Nominees receiving a credit for the cost of the Title Commitments, as provided in Section 5.4(a) of the Original PSA. V. TITLE 5.1 Title to the Retained Residential Lots and Common Area. The terms and provisions of Sections 4.1 and 4.2 of the Original PSA shall apply to the sale of all Retained Residential Lots pursuant to the Additional Discretionary Sale. VI. CLOSING OF THE ADDITIONAL DISCRETIONARY SALE 6.1 Closing. Provided the Additional Discretionary Sale is not terminated in the manner provided in Section 4.1 or 4.2, the closing of the transaction contemplated by the Additional Discretionary Sale pursuant to this PSA Amendment (the "Closing") shall occur on October 14, 2016 (the "Closing Date"). Notwithstanding the foregoing or any term or provision of this PSA Amendment to the contrary, if for any reason as of the Closing Date, Buyer, or its Nominees, are unable to close on those Retained Residential Lots subject to the Offer with a cumulative Residential Lot Purchase Price in a minimum amount equal to the Revised Additional DS Purchase Price or the Amended Additional DS Purchase Price, whichever is applicable, then Buyer shall as of the Closing Date provide written notice to Seller and Escrow Holder listing the Retained Residential Lots subject to the Offer that Buyer, or its Nominees, are unable to close on the Closing Date. If Buyer delivers to Seller and Escrow Holder the notice provided for in the preceding sentence, Seller shall have the right, in the sole and absolute discretion of Seller, by delivering written notice to Buyer and Escrow Holder, within five (5) days following the Closing Date, to elect to either: (a) proceed with the Closing of all of the Retained Residential Lots subject to the Offer, except for the Retained Residential Lots Buyer or its Nominees are not prepared to close on the Closing Date and listed in Buyer's notice to Seller and Escrow Holder; or (b) terminate the Additional Discretionary Sale. If Seller terminates the Additional Discretionary Sale or elects to proceed with the Closing in the manner provided in this Section 6.1 then, as of the termination date of the Additional Discretionary Sale or at the Closing, whichever is applicable, Escrow Holder shall deliver to Seller, as liquidated damages, as provided in Section 10.1 of the Original PSA, the Buyer's Deposits of those Nominees listed in Buyer's notice that are unable to close on the Closing Date. If Seller elects to terminate the Additional Discretionary Sale in the manner provided in this Section 6.1, Buyer, or its Nominees, shall be solely responsible for paying the fees and costs of Escrow Holder in connection with the Escrow and the sub-escrows, and the Buyer's Deposits of those Nominees not listed in Buyer's -7-

21 notice shall be returned to Buyer, or its Nominees. If the Closing Date is a weekend day or holiday, the Closing shall occur on the first (1st) business day thereafter. Subject to Sections 10.1 and 10.2 of the Original PSA and the provisions of this Section 6.1, if the Escrow is not in a condition to close on the Closing Date, Escrow Holder shall continue to comply with the instructions contained herein, until a written demand for cancellation of the Escrow has been made by the non-defaulting party or, if neither party is in default, the party for whose benefit any unfulfilled and unwaived condition to the Closing has been created. Upon receipt of any cancellation demand from a party, Escrow Holder shall promptly notify and provide the other party with a copy of the cancellation demand. Notwithstanding any term or provision of the Purchase Agreement to the contrary, unless as a result of the breach of this PSA Addendum by Seller, Seller shall have the right to terminate the Additional Discretionary Sale, in the sole and absolute discretion of Seller, if the Closing does not take place by no later than October 14, 2016 (the "Deadline"). In the event Seller terminates the Additional Discretionary Sale as a result of the Closing not occurring prior to the Deadline in the manner provided in the preceding sentence, the sub-escrows between Buyer and any Nominees shall terminate, and Buyer shall be entitled to a refund of the Buyer's Deposits, less one-half (1/2) of the fees and costs of Escrow Holder. Seller shall be responsible for paying one-half (1/2) of the fees and costs of Escrow Holder in connection with any termination of the Additional Discretionary Sale pursuant to this Section 6.1, as a result of the Closing not occurring prior to the Deadline. 6.2 Excluded Retained Residential Lots. If Seller does not terminate the Additional Discretionary Sale by delivering written notice to Buyer and Escrow Holder within five (5) days following the Closing Date, as provided in Section 6.1(b), Seller will be deemed to have elected to proceed with the Closing, excluding the Retained Residential Lots that Buyer or any Nominees of Buyer are unable to close on the Closing Date, and set forth in the written notice from Buyer to Seller and Escrow Holder pursuant to Section 6.1 ("Excluded Retained Residential Lots"). If Seller elects, pursuant to Section 6.1(a), or is deemed to have elected to proceed with the Closing in the manner provided in this Section 6.2: (a) the Excluded Retained Residential Lots shall be deleted from the Offer; (b) the Additional DS Purchase Price, the Revised Additional DS Purchase Price or the Amended Additional DS Purchase Price, whichever is applicable, shall be reduced by the Residential Lot Purchase Price for any Excluded Retained Residential Lots; and (c) the Closing of the Retained Residential Lots subject to the Offer, except for the Excluded Retained Residential Lots, shall take place ten (10) days subsequent to the Closing Date. 6.3 Liquidated Damages. As of the date of any termination of the Additional Discretionary Sale pursuant to Section 6.1(b), the Additional Discretionary Sale shall be automatically null, void and of no further force or effect. If Seller terminates the Additional Discretionary Sale or elects or is deemed to have elected to proceed with the Closing in the manner provided in Sections 6.1(b) or 6.2, respectively, then, as of the termination date of the Additional Discretionary Sale or the Closing, whichever is applicable, Escrow Holder shall deliver to Seller, as liquidated damages as provided in Section 10.1 of the PSA, the Buyer's Deposits attributable to any Excluded Retained Residential Lots. 6.4 Deliveries by the Parties. The terms and provisions of Sections 5.2(a) entitled "Seller's Deliveries" and Section 5.2(b) entitled "Buyer's Deliveries" of the Original PSA shall -8-

22 apply to the Additional Discretionary Sale. For purposes of this PSA Amendment, the term "Revised Closing Date" is deleted from Section 5.2 of the Original PSA. 6.5 Other Instruments; Costs and Prorations. The terms and provisions of Sections 5.3 and 5.4 of the Original PSA shall apply to the Additional Discretionary Sale. For purposes of this PSA Amendment, the term "Revised Closing Date" is deleted from Section 5.4 of the Original PSA. 6.6 Recordation of Documents and Delivery of the Purchase Price. The terms and provisions of Section 5.5 of the Original PSA shall apply to the Additional Discretionary Sale. For purposes of this PSA Amendment, the term Purchase Price, as defined in Section 3.1 above, shall be substituted for the terms "Purchase Price" or "Revised Purchase Price" in Section 5.5 of the Original PSA. 6.7 Conditions Precedent. The conditions precedent to the obligations of Seller and Buyer, as set forth in Sections 5.6 and 5.7, respectively, of the Original PSA shall apply to the Additional Discretionary Sale. Notwithstanding the foregoing, the conditions in Sections 5.6(d) and 5.7(d) of the Original PSA shall be revised by deleting the term "Exemption Letter" and inserting in lieu thereof the term "Approval", as defined in Section 2 of Option Addendum Form of Grant Deed. Buyer irrevocably acknowledges and agrees that (A) it has the right, solely for the convenience of Buyer and provided the same does not cause material adverse consequences to Seller, to require that Seller issue multiple deeds on the Closing Date (rather than just one (1) deed to Buyer) pursuant to Section 18 of the OAEI, (B) prior to the date of this PSA Amendment, Seller has provided sufficient evidence to Buyer that Seller will experience material adverse consequences if it were to issue multiple deeds on the Closing Date (rather than just one (1) deed to Buyer), and (C) Seller would not have entered into this PSA Amendment or Option Addendum 4 or agreed to the terms of the Additional Discretionary Sale if Buyer did not previously agree that Seller has provided sufficient evidence to Buyer that Seller has satisfied the material adverse consequences standard described above. As a result and notwithstanding anything in the PSA or this PSA Amendment to the contrary, Buyer acknowledges and agrees that in connection with the Additional Discretionary Sale contemplated hereunder, (a) Seller shall only be obligated to deliver one (1) Grant Deed to Buyer on the Closing Date, (b) Buyer shall not be under any obligation to deliver any Grant Deeds to any Nominees of Buyer, and, (c) as a courtesy to Buyer, Seller hereby agrees that it shall be responsible for the following additional costs (collectively, the "Additional Closing Costs") even though Seller is not obligated to pay for such Additional Closing Costs: (i) additional documentary transfer taxes (if any) attributable to the recordation of the Grant Deed whereby Seller conveys the applicable Retained Residential Lots to Buyer; and (ii) the cost of a standard coverage form owner's policy of title insurance issued to Buyer in connection with Seller's conveyance of the applicable Retained Residential Lots to Buyer. VII. REPRESENTATIONS AND WARRANTIES OF SELLER 7.1 Seller's Representations. Seller makes the following representations and warranties to Buyer, which shall be true and correct at the Closing and shall constitute conditions to the. Closing for the benefit of Buyer: -9-

23 (a) The transaction contemplated by this PSA Amendment will not violate or result in the breach of any obligation or restriction of Seller to any party; (b) Seller has full power and authority to enter into this PSA Amendment and to perform Seller's obligations, as provided herein; (c) Seller has not assigned, conveyed or alienated, in any manner, the rights and interest of Seller as "Lessor" pursuant to the Ground Lease; and (d) Seller has duly executed and delivered this PSA Amendment, and this PSA Amendment constitutes the valid and binding obligation of Seller. Seller allowing the Closing to occur shall constitute an additional representation and warranty of Seller that the representations and warranties set forth in this Section 7.1 remain true and correct as of the Closing, except as may be disclosed in writing by Seller to Buyer prior to the Closing. The truth and accuracy of the representations and warranties made in this Section 7.1 shall constitute a condition to the Closing solely for Buyer's benefit. The representations and warranties of Seller contained in this Article VII shall survive the Closing and recordation of the Grant Deed. VIII. REPRESENTATIONS AND WARRANTIES OF BUYER 8.1 Buyer's Representations. Buyer makes the following representations and warranties to Seller, which shall be true arid correct at the Closing and shall constitute conditions to the Closing for the benefit of Seller: (a) The transaction contemplated by this PSA Amendment will not violate or result in the breach of any obligation or restriction of Buyer to any party; (b) Buyer has full power and authority to enter into this PSA Amendment and to perform Buyer's obligations, as provided herein; (c) Buyer has duly executed this PSA Amendment, and this PSA Amendment constitutes the valid and binding obligation of Buyer; (d) The CC&Rs, as such term is defined in the PSA, were duly approved by any requisite vote or consent of the members of Buyer and MBA; and (e) Except for reliance upon the express representations and warranties of Seller set forth in Article VIII, Buyer, or its Nominees, in purchasing the Retained Residential Lots pursuant to the Additional Discretionary Sale, are relying solely upon Buyer's, or its Nominees, own inspections, investigations and analyses of the Retained Residential Lots and is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or the representatives of Seller, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer, on behalf of Buyer, and its Nominees, agrees the terms and provisions of Article VI of the PSA entitled "Buyer's Investigation of Property" shall -10-

24 apply to all Retained Residential Lots sold and conveyed pursuant to the Additional Discretionary Sale contemplated by this PSA Amendment. Buyer allowing the Closing to occur shall constitute an additional representation and warranty of Buyer that the representations and warranties set forth in this Section 8.1 remain true and correct as of the Closing, except as may be disclosed in writing by Buyer to Seller prior to the Closing. The truth and accuracy of the representations and warranties made in this Section 8.1 shall constitute a condition to the Closing solely for Seller's benefit. This Article VIII shall survive the Closing and the recordation of the Grant Deed. IX. INCORPORATION BY REFERENCE 9.1 PSA Provisions. The terms and provisions of Article VI entitled "Buyer's Investigation of Property", Article IX entitled "Condemnation; Loss by Casualty; Buyer's Remedies" and Article X entitled "Default" shall apply to the Additional Discretionary Sale. Notwithstanding the foregoing, the term "Offer & Acceptance" in Section 9.1 shall be changed to the "Offer". X. MISCELLANEOUS 10.1 Notices. Any notice, demand, approval, consent or other communication required or permitted pursuant to the PSA shall be validly given or made only if in writing, properly sent by registered or certified mail, return receipt requested, courier or overnight delivery (e.g., FedEx), facsimile and addressed to the party for whom intended, or by , as follows: If to Seller: Mr. Scott T. Barnes Elsberry Way Lake Forest, California Facsimile: (949) scottbarnesmmb@gmail.com Mr. Jared K. Mathis c/o The Moulton Company 300 Spectrum Center Drive, Suite 300 Irvine, California Facsimile: ( jaredmathismmb@gmail.com With a Copy to: Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Main Street, 5 th Floor Irvine, California Attention: Brad H. Nielsen, Esq. Facsimile: (949) bnielsen@allenmatkins.com -11-

25 If to Buyer: and with a copy to: Mr. Leonard Kranser President of the Monarch Bay Land Association 75 Monarch Bay Drive Dana Point, California Facsimile: (949) kranser@cox.net Mr. Marc Kazarian VP and Secretary of the Monarch Bay Land Association 339 Monarch Bay Drive Dana Point, California Facsimile: (949) mkazarian@cox.net Brian D. Moreno, Esq W. Olympic Blvd., Suite 700 Los Angeles, California Facsimile: (310) bdm@sghoalaw.com If to Escrow Holder: First American Title Company Homebuilder Services Division/ National Commercial Division Von Karman Avenue, Suite 600 Irvine, California Attn: Ms. Jessica Sant'Anna Escrow Officer Facsimile: (949) jsantanna@firstam.com If to First American: First American Trust, FSB Fiduciary Business Services 5 First American Way Santa Ana, California Attn: Ms. Elizabeth A. Markworth Vice President, Relationship Manager Facsimile: (714) lmarkworth@firstam.com Either party may, from time to time, by written notice to the other, designate a different address, which shall be substituted for that specified above. Each such notice, demand, approval, consent, or other communication shall be deemed effective and given: (a) three (3) business days after deposit in the United States mail; (b) the next business day if sent via overnight delivery; or (c) upon receipt if delivered by courier, facsimile or by 5 p.m. on a business day, or the first (1st) business day after receipt if delivered, facsimiled or mailed after 5 p.m. or on a holiday or weekend. Rejection or other refusal to accept or the inability to deliver because -12-

26 of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent Brokers and Finders. Seller represents and warrants to Buyer no real estate agents, brokers or finders have been involved or represented Seller in connection with the Additional Discretionary Sale contemplated by this PSA Amendment or the execution of this PSA Amendment. Buyer represents and warrants to Seller no real estate agents, brokers or finders have been involved or represented Buyer in connection with the Additional Discretionary Sale contemplated by this PSA Amendment or the execution of this PSA Amendment. In the event of any claim by any person or entity for any broker, finder or other fee or compensation in connection with this PSA Amendment, the party whose alleged statement, representation or agreement giving rise to such claim shall defend, indemnify and hold harmless the other party from any liability involving the claim, including, without limitation, reasonable attorney fees and costs. Buyer acknowledges Seller shall not be required to pay any compensation and/or brokerage commission to any brokers, agents and/or finders for Buyer and/or any Nominees pursuant to the Residential Lot PSAs in connection with the sale of any Retained Residential Lots pursuant to the Additional Discretionary Sale contemplated by this PSA Amendment Successors and Assigns. This PSA Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators and assigns. Notwithstanding the foregoing and except as specifically provided in Section 18 of the OAEI, Buyer shall not be allowed to assign this PSA Amendment or any of its rights under or interest in this PSA Amendment to any person or entity, without the prior written consent of Seller, which consent may be granted or withheld in the sole and absolute discretion of Seller Amendments. This PSA Amendment may be amended or modified only by a written instrument executed by Seller and Buyer Recitals. The Recitals to this PSA Amendment are incorporated into this PSA Amendment by this reference Interpretation. Words used in the singular number shall include the plural, and vice-versa, and any gender shall be deemed to include each other gender. The captions and headings of the Articles and Sections of this PSA Amendment are for convenience of references only and shall not be deemed to define or limit the provisions hereof Governing Law. This PSA Amendment shall be governed by and construed in accordance with the laws of the State of California Merger of Prior Agreements. The Option Agreement and the Purchase Agreement constitute the entire agreement between the parties with respect to the purchase and sale of the Property, as such term is defined in the OAEI, and/or Retained Residential Lots Time of the Essence. Time is of the essence with respect to this PSA Amendment and all matters relating to the Escrow established in connection with this PSA Amendment. The failure of either party to perform any act strictly within the applicable time periods specified in this PSA Amendment or in any documents relating to the Escrow shall entitle the other party to exercise all available rights and remedies as a result of such failure. -13-

27 10.10 Severability. If any provision or provisions or if any portion of any provision or provisions of this PSA Amendment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this PSA Amendment to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Seller and Buyer that: (a) such portion, provision or provisions shall be given force to the fullest possible extent they are legal, valid and enforceable; (b) the remainder of this PSA Amendment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained herein; and (c) the rights, obligations and interest of Seller and Buyer under the remainder of this PSA Amendment shall continue in full force and effect Attorney Fees. In the event that either party shall institute any legal action or proceeding against the other relating to the provisions of this PSA Amendment or any default hereunder, the unsuccessful party in such action or proceeding agrees to pay to the prevailing party the reasonable attorney fees and costs incurred by the prevailing party in the action Recordation. Neither Seller nor Buyer shall record this PSA Amendment in legal title to the Property, without first obtaining the written consent of the other party, which consent may be withheld in the party's sole and absolute discretion Construction. Seller and Buyer acknowledge and agree that: (a) they possess equal bargaining strength; (b) they have actively participated in the drafting, preparation and negotiation of this PSA Amendment; (c) they have consulted with their own independent counsel and other professional advisors, as they have deemed appropriate, relating to any and all matters contemplated by this PSA Amendment; (d) they and their counsel and advisors have reviewed this PSA Amendment; (e) they have entered into this PSA Amendment following the review and the rendering of advice; and (f) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this PSA Amendment Section 1031 Exchange. As provided in Section 30 of the OAEI and Section 17 of the Addendum, Buyer shall reasonably cooperate with Seller to effectuate the Additional Discretionary Sale contemplated by this PSA Amendment pursuant to an Internal Revenue Code Section 1031 tax-deferred exchange. [THIS PSA AMENDMENT CONTINUES ON THE NEXT PAGE] -14-

28 10.15 Counterparts. This PSA Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this PSA Amendment by facsimile or shall be equally as effective as delivery of an original executed counterpart. IN WITNESS WHEREOF, Seller and Buyer have caused this PSA Amendment to be executed and delivered by the duly authorized representatives of Seller and Buyer to be effective as of the Effective Date. SELLER MMB MANAGEMENT, LLC, a California limited liability company By: Jared K. Mathis Chief Executive Officer BUYER MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation By: Leonard Kranser President By: Marc Kazarian Vice President and Secretary -15-

29 ACCEPTANCE BY ESCROW HOLDER By signing below, Escrow Holder acknowledges that Escrow Holder has received a fully executed counterpart of this Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. Dated:, 2016 FIRST AMERICAN TITLE COMPANY, a California corporation By: Jessica Sant'Anna Escrow Officer -16-

30 CONSENT OF MONARCH BAY ASSOCIATION TO FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS MONARCH BAY ASSOCIATION, a California non-profit corporation ("MBA"), is the current "Lessee" pursuant to that certain Ground Lease of the property located in Dana Point, California, and commonly known as Monarch Bay made as of July 1, 1960, entered into by and between FIRST WESTERN BANK AND TRUST COMPANY, a California banking corporation, as Lessor, and LAGUNA NIGUEL CORPORATION, a California corporation ("LNC"), as Lessee. A Memorandum of Ground Lease was recorded on July 1, 1960, in Book 5311, Page 44 of Official Records of Orange County, California. Pursuant to that certain Assignment and Assumption of, Lease and Subleases dated October 22, 1971, LNC assigned the interest of Lessee in the Ground Lease to AVCO COMMUNITY DEVELOPERS, INC., a California corporation ("ACD"), which was recorded in the Official Records of Orange County, California on June 10, 1972 in Book 10180, Page 391. The Ground Lease was amended by a document entitled "Amendment to Ground Lease", dated December 21, 1988, and recorded in the Official Records of Orange County, California, on February 6, 1989, as Instrument No Pursuant to that certain Assignment and Assumption of Lessee's Interest Under Lease between ACD and MBA dated December 3, 2008 (the "Assignment and Assumption"), ACD assigned to MBA the interest of Lessee under the Ground Lease and the Amendment to Ground Lease, and all right and title and interest under the Subleases, as defined in the Assignment and Assumption, and MBA assumed and agreed to perform the obligations pursuant to the Ground Lease, the Ground Lease Amendment and the Subleases (the "Assignment"). To evidence the Assignment, MMB MANAGEMENT, LLC, a California limited liability company ("MMB"), ACD, MBA and CALIFORNIA WESTERN HOME FINANCING PARTNERS, a California limited partnership, entered into that certain Memorandum of Assignment of Lessee Interest Under Lease and Acknowledgement of Grant of Leasehold Security Interest dated December 3, 2008, which was recorded in the Official Records of Orange County, California, on December 3, 2008, as Instrument No (the "Memorandum"). Pursuant to that certain Second Amendment to Ground Lease between MMB and MBA dated December 9, 2011 (the "Second Amendment to Ground Lease"), MMB and MBA modified certain terms and provisions of the Ground Lease. The Ground Lease, the Amendment to Ground Lease, the Assignment and Assumption, the Memorandum of Assignment and the Second Amendment to Ground Lease are collectively referred to as the Ground Lease. [THIS CONSENT CONTINUES ON THE NEXT PAGE] -17-

31 By executing this Consent of Monarch Bay Association to Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (this "MBA Consent"), MBA approves the terms and provisions of that certain Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow instructions between MMB, as "Seller", and MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation, as "Buyer", dated April 11, 2016 (the "PSA Amendment"), MBA acknowledges and approves the terms and, provisions of the PSA Amendment, including, without limitation, the terms and provisions of the PSA Amendment that involve or relate to the Ground Lease and/or the deeding of the Common Area of Monarch Bay to FIRST AMERICAN TRUST, FSB. MBA further agrees the terms and provisions of the Second Amendment to Ground Lease involving the proration of rent pursuant to the Ground Lease shall apply to the Additional Discretionary Sale, as such term is defined in the PSA Amendment. IN WITNESS WHEREOF, MBA has caused this MBA Consent to be executed by the duly authorized representatives of MBA to be effective as of the Effective Date of the PSA Amendment. MBA Dated:, 2016 MONARCH BAY ASSOCIATION, a California non-profit mutual benefit corporation By: Doug McLeish President By: Michael Winterhalter Secretary -18-

32 CONSENT OF FIRST AMERICAN TRUST, FSB TO FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS The undersigned, FIRST AMERICAN TRUST, FSB ("First American"), is a federal savings bank and trust company in the business of providing trust services, including, without limitation, holding title to real estate in its capacity as the trustee of land trusts. By executing this Consent of First American Trust, FSB to Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (this "Consent"), First American acknowledges and approves the terms and provisions of that certain Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions between MMB MANAGEMENT, LLC, a California limited liability company, as "Seller", and MONARCH BAY LAND ASSOCIATION, a California nonprofit mutual benefit corporation, as "Buyer" (the "PSA Amendment"), relating to the Land Trust Agreement, as amended by the First Amendment to Land Trust Agreement (collectively and as subsequently amended, the "Trust Agreement"), by and between Seller and First American, including, without limitation, the terms an provisions of the PSA Amendment that involve or relate to the ownership and deeding of the Common Area of Monarch Bay by First American. Prior to the Closing, as such term is defined in the PSA Amendment, First American agrees to execute and deliver to Escrow Holder the Trust Agreement, as provided in the PSA Amendment, subject to the approval of the Additional Discretionary Sale contemplated by the PSA Amendment by the California Department of Real Estate. IN WITNESS WHEREOF, First American has caused this Consent to be executed by First American's duly authorized representatives to be effective as of the Effective Date of the PSA Amendment. Dated:, 2016 FIRST AMERICAN TRUST, FSB By: Name: Title: By: Name: Title: -19-

33 TO FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS RESIDENTIAL LOT PSA AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (Residential Lot PSA) THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into effective as of the day of, 2016 (the "Effective Date"), between MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation ("MBLA" and also referred to herein sometimes as the "Seller"), and the party (or parties, as the case may be) identified on the signature page hereof as the "Buyer" (the "Buyer"). R E C I T A L S : A. MMB Management, LLC, a California limited liability company ("MMB"), and/or its affiliated entities are the owners of fee simple interest in a portion of the property located in Dana Point, California, consisting of 214 residential lots, beach club lots, roads and other common areas amenities commonly known as Monarch Bay (the "Community"), including the residential lot that is legally described in Exhibit A, attached hereto and incorporated herein (the "Lot"). The street address of the Lot is: Monarch Bay Drive Dana Point, CA The Lot is subject to (i) that certain Ground Lease dated July 1, 1960, between MMB, as successor in interest to the original lessor thereunder, and Monarch Bay Association, a California nonprofit mutual benefit corporation ("MBA"), as successor in interest to the original lessee thereunder, and (ii) that certain Sublease between MBA, as successor in interest to the original lessor thereunder, and Buyer, as the lessee thereunder (the "Sublease"). Buyer, as a lessee of the Lot under the Sublease, is a member of MBA. As of the date hereof, Buyer is also a member of MBLA and holds a Certificate of Membership and Beneficial Interest in MBLA ("Buyer's Certificate of Membership"). Upon the Closing (defined below), Buyer shall no longer be a member of MBLA, and MBLA shall be deemed to have fully satisfied any and all obligations of MBLA to Buyer pursuant to Buyer's Certificate of Membership. B. Reference is hereby made to that certain Option Agreement and Escrow Instructions dated September 2, 1988, by and between MMB's predecessor-in-interest in ownership of Monarch Bay, SANWA BANK CALIFORNIA, as trustee of the MOULTON, MATHIS AND HANSON TRUSTS (the "Original Option Agreement"), as amended by that certain (i) Mutual Estoppel Certificate and Agreement for Monarch Bay 1988 Option Agreement dated December 3, 2008 (the "Estoppel Certificate"), (ii) Addendum to Option Agreement and -1-

34 Escrow Instructions dated effective as of December 9, 2011 (the "Original Option Addendum"), (iii) Addendum No. 2 to Option Agreement and Escrow Instructions dated August 31, 2012 ("Option Addendum No. 2"), (iv) Addendum No. 3 to Option Agreement and Escrow Instructions dated September 28, 2012 ("Option Addendum No. 3"), and (v) Addendum No. 4 to Option Agreement and Escrow Instructions dated effective as of April 11, 2016 (the "Option Addendum No. 4"). The Original Option Agreement, as amended by the Estoppel Certificate, the Option Addendum, Option Addendum No. 2, Option Addendum No. 3 and Option Addendum No. 4, is referred to herein as the "Option Agreement". C. Pursuant to the Lot Purchase Alternative provision (as such term is defined in Section 2 of the Original Option Addendum), MMB, as "Seller", and MBLA, as "Buyer", entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated December 9, 2011 (the "Master Purchase Agreement") to effectuate the sale from MMB to MBLA (or MBLA's Nominees) of "Residential Lots" (as such quoted term is defined in Recital A of the Original Option Agreement) within the Community. No sales of Residential Lots occurred under the Lot Purchase Alternative. D. MMB and MBLA subsequently entered into that certain (i) First Amendment to Agreement of Purchase and Sale and Joint Escrow instructions dated August 31, 2012 ("First Amendment to PSA"), (ii) Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated September 28, 2012 (the "Second Amendment to PSA"), (iii) Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated October 4, 2012 (the "Third Amendment to PSA"), (iv) Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated November 30, 2012 (the "Fourth Amendment to PSA"), and (v) Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated April 11, 2016 (the "Fifth Amendment to PSA"). The term "Master Purchase Agreement" as used herein shall mean the Master Purchase Agreement as so amended. The Option Agreement and the Master Purchase Agreement provide a framework for implementing a Discretionary Sale of Residential Lots from MMB to MBLA and its nominees. E. The Master Purchase Agreement contemplates that MBLA will enter into separate purchase agreements with those residential homeowners within the Community who wish to acquire fee title to their Residential Lots pursuant to a Discretionary Sale and that each such residential homeowner shall be MBLA' s Nominee for the conveyance of title for such Residential Lot from MMB under the Master Purchase Agreement. F. Buyer desires to acquire fee title to the Lot pursuant to the Additional Discretionary Sale (as defined in Option Addendum No. 4), and accordingly, Seller and Buyer are entering into this Agreement pursuant to the provisions of the Option Agreement and the Master Purchase Agreement for the conveyance of the Lot from MBLA to Buyer, as MBLA's Nominee, concurrently with the close of escrow (the "Master Escrow") under the Discretionary Sale provisions in the Master Purchase Agreement. G. MBLA is a mutual benefit corporation acting under bylaws approved by its members, to facilitate a step transaction for the "Buyer", who is a member of the MBLA. The MBLA, under its bylaws, has a binding commitment to offer the Buyer an option to purchase the Lot. Other documents notwithstanding, the MBLA has no intention or ability to purchase the -2-

35 Lot's leasehold and retain title. The MBLA will accept a transfer of the leasehold interest and title to the Lot from MMB pursuant to the terms of the Option Agreement only if the intended Buyer named herein immediately takes title from the MBLA. If the Buyer does not meet all requirements for the transaction and close escrow, the MBLA will be unable to exercise its option and will not purchase the Lot. It is the MBLA s intent that without completion of the final step there will be no transaction with MMB, in this offering, regarding this Lot. A G R E E M E N T : NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which is hereby acknowledged by Seller and Buyer, Seller and Buyer agree as follows. I. ESCROW 1.1 Opening of Escrow. If Seller receives Agreements from residents with (a) respect to at least ten (10) residential lots, or if MMB elects to accept a lesser number of lots, or (b) prices which equal or exceed the Minimum Purchase Price of $20,000,000, or if MMB elects to accept a lesser amount, Seller will deposit a fully executed original counterpart of this Agreement with FIRST AMERICAN TITLE COMPANY, Homebuilder Services Division/National Commercial Division, Von Karman Avenue, Suite 600, Irvine, California 92612, Attn: Ms. Jessica Sant'Anna, Escrow Officer, telephone: (949) , facsimile: (866) , jsantanna@firstam.com ("Escrow Holder"). The date of such deposit shall be the "Opening of Escrow". Escrow Holder shall establish a sub-escrow for the transaction contemplated by this Agreement (the "Sub-Escrow") and insert the Sub-Escrow Number in the following blank:. This Agreement shall serve as instructions to Escrow Holder for the consummation of the purchase and sale of the Lot. The close of escrow of the Sub-Escrow is referred to herein as the "Sub-Escrow Closing". If requested by Seller, Buyer shall deposit its fully executed original counterpart of this Agreement and the Deposit with a representative identified in writing by MBLA to Buyer. The representative shall receive, hold and, upon instruction from MBLA and notice to Buyer, either (i) deposit with Escrow Holder, the executed original counterparts of this Agreement and the Deposit into the Sub-Escrow with Escrow Holder, in accordance with the provisions of the Master Purchase Agreement and this Agreement, or (ii) return the original counterpart of this Agreement executed by Buyer, along with the Deposit, to Buyer, if the requirements for proceeding with the Additional Discretionary Sale are not satisfied or are not waived by MMB. 1.2 Escrow Instructions. The terms and provisions of the Escrow Instructions of Escrow Holder, in the form attached as Exhibit B to this Agreement, shall constitute the Escrow Instructions for purposes of this Agreement. To the extent not inconsistent with the terms of this Agreement and/or the Escrow Instructions, Seller and Buyer shall immediately execute any supplemental escrow instructions as may be appropriate to enable Escrow Holder to comply with the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any supplemental escrow instructions, the terms and conditions of this Agreement shall control, unless otherwise agreed to by Seller and Buyer. -3-

36 II. PURCHASE AND SALE OF THE LOT 2.1 Discretionary Sale. This Agreement is entered into in connection with a Discretionary Sale as defined in Section 2 of the Original Option Addendum (i.e., specifically the Additional Discretionary Sale as defined in Recital I of the Option Addendum No. 4). The Lot shall be one of the Lots to be conveyed by MMB to Seller (or Seller's Nominee) pursuant to the Master Purchase Agreement. Accordingly, Seller shall sell and convey the Lot to Buyer, and Buyer shall purchase and accept the Lot from Seller, subject to the terms and conditions of this Agreement, which shall be subject to those terms and provisions of the Master Purchase Agreement and the Option Agreement that are applicable to the Additional Discretionary Sale. In the event of a conflict between the terms and conditions of the Master Purchase Agreement and the terms and conditions of this Agreement, the terms and conditions of the Master Purchase Agreement shall control. 2.2 Lot Offering Contingency. Seller has a specified period of time under the Master Purchase Agreement (defined therein and referred to herein as the "Offering Period") within which to execute individual purchase and sale agreements and open sub-escrows for the conveyance of Residential Lots in accordance with the requirements of the Additional Discretionary Sale under the Master Purchase Agreement. Seller shall be under no obligation to close the sale of the Lot under this Agreement unless during the Offering Period Seller has satisfied (or has been deemed to satisfy), or MMB waives, the conditions to the close of the Master Escrow under the Additional Discretionary Sale, all as more particularly provided in the Master Purchase Agreement. If for any reason other than a breach, of this Agreement by Buyer) the Additional Discretionary Sale does not result in the sale of any Residential Lots, this Agreement shall terminate and Seller shall cause the Deposit and all other sums deposited by Buyer into the Sub-Escrow to be returned to Buyer, except as otherwise expressly provided herein with respect to escrow costs and fees. Thereupon, Seller and Buyer shall have no further obligation hereunder. 2.3 Financing Contingency. Buyer shall have until September 13, 2016 (the "Financing Contingency Date") to obtain commitments for any financing required by Buyer to pay the Purchase Price (the "Financing Contingency"). Buyer will be deemed to have automatically waived and/or satisfied the Financing Contingency if Buyer does not deliver written notice to Seller and Escrow Holder, by no later than the Financing Contingency Date stating that Buyer has not waived and/or satisfied the Financing Contingency (the "Financing Notice"). If in the Financing Notice Buyer informs Seller that the Financing Contingency has not been waived and/or satisfied, this Agreement shall automatically terminate and be null, void and of no further force and effect as of the date of the delivery of the Financing Notice to Seller and Escrow Holder, and the Deposit shall be returned to Buyer. 2.4 Title Approval. Subject to the satisfaction of the Conditions (as defined in Section 2.1 of the Master Purchase Agreement), Escrow Holder shall deliver to Seller and Buyer by no later than ten (10) business days subsequent to the Opening of Escrow, a title report or title commitment on the Lot ("Title Commitment"). Buyer shall have the right to disapprove title to the Lot by delivering written notice to Seller and Escrow Holder no later than fifteen (15) business days from receipt of the Title Commitment, but only if the Title Commitment contains any title exception in addition to the Approved Exceptions, as defined in Section 4.1, and which -4-

37 MMB is obligated to remove pursuant to Section 9.1 of the Original Option Agreement ("Buyer's Disapproval Notice"). Buyer's Disapproval Notice shall list the exception number and description and the reason for the objection of Buyer ("Title Objection"). If Buyer fails to deliver a Buyer's Disapproval Notice to Seller and Escrow Holder by no later than fifteen (15) business days from Buyer's receipt of the Title Commitment, Buyer will be deemed to have approved title to the Lot. If Buyer delivers a Buyer's Disapproval Notice to Seller and Escrow holder by no later than fifteen (15) business days from Buyer's receipt of the Title Commitment, Seller shall have the right, in the sole and absolute discretion of Seller, by delivering written notice to Buyer and Escrow Holder no later than ten (10) business days subsequent to Seller's receipt of Buyer's Disapproval Notice ("Seller's Title Notice"), to elect to either: (a) decline to remove any Title Objection set forth in Buyer's Disapproval Notice, in which event this Agreement shall terminate; or (b) agree to remove any Title Objection set forth in Buyer's Disapproval Notice by no later than the Closing Date, as defined in Section 5.1. If Seller fails to deliver Seller's Title Notice to Buyer and Escrow Holder by no later than ten (10) business days subsequent to Seller's receipt of Buyer's Disapproval Notice, Seller will be deemed to have automatically elected not to remove any Title Objection set forth in Buyer's Disapproval Notice, and this Agreement shall terminate. If this Agreement is terminated as set forth m this Section, Buyer shall be entitled to a refund of the Buyer's Deposit, but Buyer shall pay the cost of Title Commitment. 2.5 Refund of Deposit. The refund of Buyer's Deposit is subject to the provisions of the Regulations of the Real Estate Commissioner 2791(a). If the Sub-Escrow does not close on or before the Closing Date provided for in Section 5.1 of this Agreement, or a later Closing Date mutually agreed to by MMB, Seller and Buyer, then within 15 days after the Closing Date set forth in Section 5.1 or an extended Closing Date mutually agreed to by MMB, Seller and Buyer, MMB and Seller shall, except as provided in Section 10.1 hereof, order all of the Deposit remitted by Buyer under the terms of this Agreement to be refunded to Buyer. If, through no fault of Buyer, Escrow is not closed on or before one year from the date of opening, then Buyer may terminate this Agreement, cancel Escrow and, within fifteen (15) calendar days after written notice of such termination and cancellation is received by Seller and Escrow Holder, receive a refund of all amounts Buyer deposited into Escrow. III. PURCHASE PRICE 3.1 Purchase Price. The Purchase Price for the Lot shall be $ (the "Purchase Price"). 3.2 Deposit. Concurrently with the execution and delivery hereof, and no later than June 14, 2016, Buyer has delivered to Seller a check payable to "First American" in an amount equal to 3% of the Purchase Price (the "Deposit"). Within two (2) business days after receipt of written notice from MMB that the Purchase Contingency (as defined in Section 1.3 of Addendum No. 4) has been satisfied or waived by MMB, Seller shall deliver the Deposit check into the Sub-Escrow. The Deposit shall be retained in the Sub-Escrow subject to the terms and provisions of this Agreement. 3.3 Disposition of the Deposit. The Deposit shall be credited towards the Purchase Price at the Sub-Escrow Closing. Immediately upon Buyer's written demand to Seller, Seller -5-

38 shall authorize Escrow Holder to return the Deposit to Buyer if this Agreement is terminated: (i) as provided in Section 9.1, in which event one-half of the fees, costs and expenses of the Sub- Escrow and Escrow Holder shall be deducted by Escrow Holder from the Deposit; or (ii) for any reason (other than a breach of Buyer), including as a result of the failure of the parties under the Master Purchase Agreement to consummate the Additional Discretionary Sale and close the Master Escrow (for reasons other than a breach by Buyer under this Agreement), in which event Seller shall be solely responsible, under this Agreement, for the fees, costs and expenses of the Sub-Escrow and Escrow Holder. Seller may pursue reimbursement of the same from MMB as provided under the terms of the Master Purchase Agreement. Otherwise, the Deposit is not refundable to Buyer, and Buyer shall be obligated to pay the Deposit to Seller as liquidated damages in the event of a breach of this Agreement by Buyer, as provided in Section Balance of the Purchase Price. At least two (2) business days prior to the Closing Date, as such term is defined in Section 5.1, Buyer shall deposit the balance of the Purchase Price into the Sub-Escrow, in cash or other immediately available funds, together with such additional sums of money required for Buyer to pay the prorations and costs and expenses to be paid by Buyer, as provided in this Agreement (the "Purchase Price Balance"). Escrow will not accept personal checks for the Purchase Price Balance. IV. TITLE 4.1 Title to the Lot. At the Sub-Escrow Closing, Seller shall convey to Buyer fee simple title to the Lot, by a duly executed and acknowledged Grant Deed, in the form attached hereto as Exhibit C and incorporated herein. The Lot will be conveyed to Buyer free and clear of all monetary liens, leases, tenancies and third party rights of possession entered into or granted by MMB and/or Seller, but otherwise subject to (a) the exceptions and exclusions set forth in Paragraph 9.2 of the Original Option Agreement; (b) the "Title Exceptions" approved in Section 3.5 of the Estoppel Certificate; and (c) any title exceptions shown in the Title Commitment which Seller has not agreed to remove, which shall include the Declaration of Covenants, Conditions and Restrictions, and Reservation of Easements for Monarch Bay dated December 19, 2012 and recorded in the Official Records of Orange County, California on December 19, 2012 as Document No (the "CC&Rs") (collectively, the "Approved Exceptions"). Buyer, upon the Sub-Escrow Closing, shall continue to be a member in MBA, as provided in the CC&Rs, by virtue of Buyer's ownership of fee simple title to the Lot. V. CLOSING 5.1 Closing. Unless a different date is mutually agreed to by Seller and Buyer in writing, the closing of the transaction contemplated by this Agreement (the "Closing") shall occur on the date (the "Closing Date") on which the closing of the Master Escrow occurs, which is anticipated to occur on October 14, 2016, subject to extension as provided in the Master Purchase Agreement. Subject to Sections 10.1 and 10.2, if the Master Escrow is not in a condition to close by the Closing Date, Escrow Holder shall continue to comply with the instructions contained herein until the Master Escrow either closes or is terminated. -6-

39 5.2 Deliveries by the Parties. (a) Seller's Deliveries. By no later than two (2) days prior to the Closing Date, Seller shall deposit, or cause to be deposited, with Escrow Holder the following documents, which shall be duly executed and acknowledged by MMB if appropriate: (1) Grant Deed for the Lot to be conveyed to Buyer with the original signatures of Seller thereon and in recordable form; (2) Certificate of Non-Foreign Status and Seller's State Tax Withholding Certificate on the Escrow Holder's standard form, with the original signatures of MMB (the "Tax Certificates"); (3) Counterpart of the 1099 Designation executed by MMB; (4) A termination of the leasehold interest of the Monarch Bay Association, a nonprofit mutual benefit corporation ("MBA"), in the Lot and the Sublease; (5) A partial release and reconveyance of the Lot from the encumbrance of that certain Amendment to Corporation Deed of Trust With Assignment of Rents among MBA, as trustor, CHICAGO TITLE COMPANY, as trustee, and CALIFORNIA WESTERN HOME FINANCING PARTNERS, a California limited partnership ("Cal- Western"), as beneficiary, dated December 3, 2008, which was recorded in the Official Records of Orange County, California, on December 3, 2008, as Instrument No (the "Cal-Western Deed of Trust"). Seller shall be responsible, at the sole cost and expense of Seller, for obtaining the partial releases and reconveyances of the Cal-Western Deed of Trust, except for payment of the release price for the release of the Lot from the encumbrance of the Cal-Western Deed of Trust (the "Release Price"), which shall be payable by Buyer; and (6) Any other documents or instruments as may be called for hereunder which have not been previously delivered. (b) Buyer's Deliveries. By no later than two (2) days prior to the Closing Date, Buyer shall deposit with Escrow Holder the following: (1) The Purchase Price Balance, plus the Release Price and the amount of costs and prorations payable by Buyer under this Agreement; (2) Counterpart of the 1099 Designation executed by Buyer; (3) Any documents or instruments as may be called for hereunder which have not been previously delivered; and (4) The original of Buyer's Certificate of Membership and an original Acknowledgement Regarding Certificate of Membership in the form attached hereto as Exhibit D and executed by Buyer or if Buyer cannot locate the original of Buyer's Certificate of Membership, an original Acknowledgement Regarding Certificate of Membership in the form attached hereto as Exhibit D indicating the same and executed by Buyer). -7-

40 5.3 Other Instruments. Seller and Buyer shall deposit such other instruments as are reasonably requested by one another or Escrow Holder or are otherwise required to consummate the purchase and sale of the Lot, in accordance with the terms of this Agreement. Seller does not own the residential dwelling located on the Lot. As a result, Seller shall not be required to provide Buyer with any transfer disclosure statements pursuant to California Civil Code Section 1102, et seq. in connection with the sale and conveyance of the Lot to Buyer. 5.4 Costs and Prorations. All prorations shall be calculated as of 11:59 p.m. on the day preceding the Closing Date and will be based on the actual number of days elapsed in a 365- day year. (a) Escrow and Title Fees. Buyer shall pay, and Seller shall cause MMB to pay, one-half (1/2) of the fees of Escrow Holder for the Sub-Escrow. Seller shall cause MMB to pay the cost of all State of California, City of Dana Point or other documentary or transfer taxes, all recording costs for the Grant Deed and the premium for issuance by First American Title Company to Buyer of a standard coverage form owner's policy of title insurance on the Lot being conveyed by MMB to Buyer in the amount of the Purchase Price and subject to the Approved Exceptions (the "Title Policy"). Buyer shall pay the excess cost in connection with the issuance of an ALTA extended coverage owner's policy and/or lender's policy, the cost of any title insurance for a value in excess of the Purchase Price, the cost of all title endorsements and the cost of any survey of the Lot. In that regard, if Buyer desires a survey, Buyer shall obtain same at the sole cost and expense of Buyer, but obtaining such survey or an extended coverage title policy shall in no event delay or impede the Sub-Escrow Closing. All other costs or expenses not otherwise provided for in this Agreement shall be apportioned or allocated on an accrual basis between Buyer and Seller in the manner customary in Orange County, California. (b) Real Estate Taxes and Assessments. There shall be no proration of real estate taxes and assessments, since Buyer is responsible pursuant to the Sublease for the payment of all real estate taxes and assessments. In addition, Buyer shall be solely responsible for paying any increased property taxes and/or assessments levied on the Lot resulting and/or arising, directly or indirectly, from the sale and any change of ownership of the Lot pursuant to this Agreement. (c) Rent. Rent pursuant to the Sublease, together with any rent pursuant to the Ground Lease (to the extent paid by Buyer separately from rent pursuant to the Sublease) shall be prorated and credited to Buyer as described hereinbelow. At the Closing, Buyer shall receive a credit, which shall be determined by Escrow Holder by prorating the rent reflected on the rent roll (previously provided by Seller to Escrow Holder pursuant to the Master Purchase Agreement) as being paid by Buyer for the most recent payment period (the "Payment Period"), based upon the per diem rent for the Lot, as set forth in the rent roll provided by Seller, and multiplying such amount by the number of days elapsed from the Sub-Escrow Closing to the last day of the Payment Period in which the Sub-Escrow Closing takes place. (d) Option Payments. At the Sub-Escrow Closing, Buyer shall be credited ONE THOUSAND EIGHT HUNDRED SIXTY-NINE AND 16/100 DOLLARS ($1,869.16), which represents the pro rata share attributable to the Lot of the total Option Payments pursuant to the Option Agreement divided by 214 lots. -8-

41 (e) Credit for Title Commitment Cost. At the Sub-Escrow Closing, Buyer shall be credited the cost of the Title Commitment against the Purchase Price. (f) Survival. The terms and provisions of this Section 5.4 shall survive the Sub-Escrow Closing and the recordation of the Grant Deed. (g) Summary of Closing Costs. In addition to paying the Purchase Price for your lot, your costs will include some or all of the following approximate amounts: (1) Overview: Appraisal costs (if you elected to obtain an appraisal) $650 (estimated) Share of MBLA legal and administrative costs See below Escrow Fee to First American Title See below Partial Release Price to Cal Western See below Release premium (if applicable) See below Title Insurance premium See below Processing Fee (Progressive Community Management) $250 Fractional Common Area Grant Deed to MBA $250 (2) Escrow Fee. The Escrow Fee is to be shared equally between MMB and Buyer, and will be based on the purchase price for a lot as follows: SALE AMOUNT OF TRANSACTION ESCROW PRICING $ 500, $1,000, $3,180 $1,000, $2,000, $3,500 $2,000, $3,000, $3,950 $3,000, $4,000, $4,100 $4,000, $5,000, $4,500 $5,000, $6,000, $4,700 $6,000, $7,000, $5,000 $7,000, $8,000, $5,200 $8,000, $9,000, $5,500 $9,000, $10,000, $5,900 (3) Title Insurance: The title insurance premium is determined on a case by case basis. The basic cost of an owner's policy is $0.60 per thousand of value. MMB is obligated to pay the cost of an owner's policy of title insurance in the amount of the lot Purchase Price. Buyer will pay about $500 dollars for a title report or title commitment when escrow is opened, but Buyer will receive a credit against the Purchase Price at Closing for that expenditure. Also, Buyer may elect to purchase a title policy for the total value of the lot and the improvements. Since MMB is only obligated to pay for the cost of the title policy on the lot Purchase Price, Buyer will bear 100% of the cost of the title policy in excess of the lot Purchase Price at the rate of $0.60 per thousand of value. Finally, Buyer's lender, if any, will ask for a lender's policy of title insurance, probably in the amount of the full value of the lot and improvements. The purchaser will pay 100% of the additional cost of the lender's policy, which -9-

42 is $0.10 per thousand of value. Certain lenders may offer a credit against escrow and bank appraisal costs if a sufficient number of loans result. (4) Release Price: The release price is explained in the Information Statement mailed to Buyer and dated September 1, 2015 (the "Information Statement"). Assuming that the Closing Date will occur on October 1, 2016 the release prices will be as follows and will be prorated and adjusted based upon the actual Closing Date (if different from the above): Quarterly Rent Release Price $ $ 8, , , , , , , , , , , , , , , , , , , , , following amount: Escrow Holder shall hold for the benefit of Buyer a release premium in the (i) if the number of Lots being released is equal to or greater than 25 Lots, then the release premium shall equal $0.00 per Lot. (ii) if the number of Lots being released at the Closing is less than 25 Lots, then the release premium shall equal $3, per Lot (in addition to the release price). However, if a subsequent Closing or Closings with respect to other Lots occur in the same calendar month, the number of all Lots released in that calendar month shall be aggregated for purposes of this subsection. (5) Fractional Common Area Grant Deed. The Information Statement describes the ownership of the common areas. Buyer will be charged $ payable to First American Trust for the conveyance of a 1/214 interest in the common area to MBA. (6) Share of MBLA Legal and Administrative Costs. The legal and administrative expenses for this round of lot purchases (i.e., the Additional Discretionary Sale) will be paid for by those homeowners who participate. They are the only financial beneficiaries of the transaction. Therefore, the remainder of the MBLA members will not be required to pay the special expenses for this round of lot purchases (i.e., the Additional Discretionary Sale). Any excess collected, or additional amount required, as determined in the sole discretion of the -10-

43 Directors of the MBLA, will be adjusted in escrow. Those who participate but are unable to close their transactions may receive a partial refund determined by the MBLA Board of Directors based upon the MBLA's final expenses. 5.5 Recordation of Documents and Delivery of Purchase Price and Documents. When all required funds and instruments have been deposited into the Sub-Escrow by the appropriate parties and when all other conditions to the Sub-Escrow Closing have been fulfilled, Escrow Holder shall cause: (a) the partial reconveyance of the Cal-Western Deed of Trust delivered to Escrow Holder by Seller, as provided in Section 5.2(a)(5), to be recorded in the Official Records of Orange County, California; and (b) the Grant Deed for the Lot (with documentary transfer tax information to be filed separately) to be recorded in the Official Records of Orange County, California. At the Sub-Escrow Closing, Escrow Holder shall disburse to MMB through the Master Escrow the Purchase Price (less the prorations provided for herein and charges payable by Seller hereunder or by MMB under the Master Purchase Agreement), and shall deliver (aa) to Seller a conformed copy of the recorded Grant Deed and an executed copy of the 1099 Designation; and (bb) to Buyer, a conformed copy of the recorded Grant Deed and executed copies of the 1099 Designation, the Tax Certificates and the Title Policy. 5.6 Conditions Precedent to Seller's Obligation. Seller's obligation to consummate the transaction contemplated by this Agreement shall be contingent upon the following conditions precedent: (a) this Agreement; Buyer's Performance. Buyer's performance of Buyer's obligations under (b) Accuracy of Representation and Warranties. The truth and accuracy of the representations and warranties of Buyer contained in Article VII; and (c) Master Escrow. The concurrent closing of the Master Escrow. 5.7 Conditions Precedent to Buyer's Obligation. Buyer's obligation to consummate the transaction contemplated by this Agreement shall be contingent upon the following conditions precedent: (a) Performance Items. (i) Seller's performance of Seller's obligations under this Agreement, including but not limited to each of the deliveries set forth in Section 5.2(a) hereof; and (ii) Delivery of the Title Policy as described in Sections 4.1 and 5.4(a) hereof. (b) Accuracy of Representation and Warranties. The truth and accuracy of the representations and warranties of Seller contained in Article VI; and (c) Master Escrow. The concurrent closing of the Master Escrow. VI. BUYER'S INVESTIGATION OF THE LOT 6.1 "As-Is" Purchase. Buyer, as the ground sublessee of the Lot, has had exclusive control and possession of the Lot and owns the residence and all improvements located on the -11-

44 Lot. Seller is acting as an intermediary for purposes of facilitating the purchase of the Lot by Buyer from MMB, and Seller has not and will not hold fee title to the Lot. As a result, except for the express representations and warranties of Seller set forth in Article VII, at the Sub-Escrow Closing, Buyer will be acquiring the Lot on an "AS-IS, WHERE IS" basis and condition "WITH ALL FAULTS". Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to: (a) the value of the Lot; (b) the suitability of the Lot for any and all activities and uses which Buyer may conduct therefrom or thereon; (c) the habitability, merchantability, marketability, profitability or fitness fora particular purpose of the Lot; (d) the manner, quality, state of repair or lack of repair of the Lot; (e) the nature, quality or condition of the Lot, Including, without limitation, water, soil and geology; (f) the compliance of the Lot or the improvements and operations thereon with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (g) the resources to be derived from the Lot, including the availability of water or other resources to the Lot; (h) the compliance of the Lot with any environmental protection, pollution or property use laws, rules, regulations, orders or requirements, including, but not limited to, the Federal Water Pollution Control Act, the Federal Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency Regulations at 40 C.F.R., Part 261, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resources Conservation and Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the Hazardous Substances Transportation Act, the Toxic Substance Control Act, and regulations promulgated under any of the foregoing; (i) the presence or absence of hazardous materials or underground storage tanks at, on, under, or adjacent to the Lot; (j) the content, completeness or accuracy of any materials, documents, title reports or other documents or reports regarding the Lot; (k) the fact that all or any part of the Lot is or may be in any flood plain or flood area; (l) deficiency of any drainage; (m) the fact that all or a portion of the Lot may be located on or near an earthquake fault line or special geological zone; (n) the existence of vested land use, zoning, or building entitlements affecting the Lot; (o) any claims, causes of action or demands by adjoining land owners; (p) the impact of, or ability to amend, any easements or other documents referenced in any title report on the Lot; (q) the availability of any insurance coverage for any aspect of the Lot or any improvement thereon; or (r) with respect to any other matter, including any and all such matters referenced, discussed or disclosed in any documents delivered by Seller to Buyer, in any public records of any governmental agency or entity or utility company, or in any other documents available to Buyer. Except for the express representations and warranties of Seller set forth in Article VII, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Lot, and Buyer in purchasing the Lot is relying solely upon Buyer's own inspections, investigations and analyses of the Lot and is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or the representatives of Seller, whether oral or written,, express or implied, of any nature whatsoever regarding any of the foregoing matters. The provisions of this Section 6.1 shall survive the Closing. 6.2 Release of Seller. Except for a breach by Seller of the representations and warranties of Seller set forth in Article VII, as of the Sub-Escrow Closing, Buyer and anyone -12-

45 claiming by, through or under Buyer hereby fully and irrevocably releases Seller and its officers, directors, employees, accountants, attorneys, agents, successors and other persons, firms, corporations and organizations acting in or on behalf of Seller (collectively, the "Seller Parties") from any and all claims involving and/or relating to the Lot, this Agreement and/or the Additional Discretionary Sale that Buyer may now have or hereafter acquire against the Seller Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Lot, or any portion thereof, including, without limitation, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended and/or the provisions of California Health and Safety Code Section 25100, et seq., as amended, or under any other provision of federal, state or local law, which Buyer had, has or may have, based upon the past, present or future presence, discharge, treatment, recycling, use, migration, storage, generation, release or transportation to or from the Lot of any hazardous materials or substances or the environmental condition of the Lot (including, without limitation, soil and groundwater thereon). Unknown, unsuspected and/or undiscoverable hazardous materials or substances may hereafter be discovered on or about the Lot, and Buyer knowingly releases the Seller Parties from any and all liability related thereto. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer's release of the Seller Parties. The matters related herein are not limited to matters which are known, disclosed, suspected or foreseeable, and Buyer hereby waives any and all rights and benefits which Buyer now has, or in the future may have, conferred upon Buyer by virtue of the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASES, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Each of the foregoing provisions has been specifically negotiated and approved by Buyer and Seller, each party has fully read the foregoing, has had an opportunity to discuss all of the foregoing with legal counsel of its choosing and fully understands the legal and practical effect of the foregoing. The provisions of this Section 6.2 shall survive the Closing. BUYER INITIAL HERE: VII. REPRESENTATIONS AND WARRANTIES OF SELLER 7.1 Seller's Representations. Seller makes the following representations and warranties to Buyer, which shall be true and correct at the Closing as a condition to Closing: (a) The transaction contemplated by this Agreement will not violate or result in the breach of any obligation or restriction of Seller to any party; -13-

46 (b) Seller has full power and authority to enter into this Agreement and to perform Seller's obligations, as provided herein; and (c) Seller has duly executed and delivered this Agreement, and this Agreement constitutes the valid and binding obligation of Seller. The truth and accuracy of the representations and warranties made in this Section shall constitute a condition to the Closing solely for Buyer's benefit. The representations and warranties of Seller contained in this Article VII shall survive the Closing and recordation of the Grant Deed. VIII. REPRESENTATIONS AND WARRANTIES OF BUYER 8.1 Buyer's Representations. Buyer makes the following representations and warranties to Seller, which shall be true and correct at the Closing as a condition to Closing: (a) The transaction contemplated by this Agreement will not violate or result in the breach of any obligation or restriction of Buyer to any party; (b) Buyer has full power and authority to enter into this Agreement and to perform Buyer's obligations, as provided herein; (c) Buyer has duly executed this Agreement, and this Agreement constitutes the valid and binding obligation of Buyer. The truth and accuracy of the representations and warranties made in this Section shall constitute a condition to the Closing solely for Seller's benefit. This Article VIII shall survive the Closing and the recordation of the Grant Deed. IX. CONDEMNATION; LOSS BY CASUALTY; BUYER'S REMEDIES 9.1 Condemnation; Loss by Casualty. If condemnation proceedings are commenced against the Lot during the term of this Agreement, Buyer may, by delivering written notice to Escrow Holder within five (5) days of receipt of written notice of the condemnation, elect to: (a) consummate the transaction contemplated by this Agreement, in which event all condemnation awards or proceeds payable to Seller by reason of such condemnation, if any, shall be paid or assigned to Buyer; or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Escrow Holder shall return to Buyer all documents, instruments and items theretofore deposited with Escrow Holder, including the Deposit, and this Agreement shall terminate and be of no further force or effect If Buyer fails to notify Escrow Holder of Buyer's election within the foregoing time period, Buyer will be deemed to have elected the alternative set forth in Subsection (a) of this Section 9.1. Since Seller is not the owner of and is not conveying to Buyer any improvements located on the Lot, this Agreement shall not terminate and neither party shall be relieved of its obligations pursuant to this Agreement in the event of any damage, destruction and/or casualty of any improvements located on the Lot. -14-

47 X. DEFAULT 10.1 Default By Buyer. IF THE SUB-ESCROW FAILS TO CLOSE BECAUSE OF A DEFAULT BY BUYER, THEN BUYER INSTRUCTS ESCROW HOLDER TO DELIVER THE DEPOSIT TO SELLER, AND SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS FULL COMPENSATION AND AS LIQUIDATED DAMAGES FOR BUYER'S BREACH OF THIS AGREEMENT, WITHOUT THE NECESSITY OF GIVING NOTICE TO BUYER, WITHOUT FURTHER INSTRUCTIONS FROM BUYER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM BUYER OR CONTRARY INSTRUCTIONS CONTAINED IN ESCROW COMPANY'S GENERAL PROVISIONS. SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT AND RECOVER AND RETAIN THE DEPOSIT PLUS ALL COSTS OF ENFORCING AND DEFENDING SELLER'S RIGHTS UNDER THIS SECTION AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, IN FULL SATISFACTION OF CLAIMS AGAINST BUYER HEREUNDER. IN THE EVENT OF A DEFAULT OR BREACH BY BUYER IN THE PERFORMANCE OF BUYER'S OBLIGATIONS HEREUNDER PRIOR TO CLOSING, SELLER'S DAMAGES WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO DETERMINE, THE DEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO BE CONSUMMATED, AND THUS SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, DISPUTES SELLER'S RIGHT TO RECEIVE OR RETAIN THE DEPOSIT, AND/OR RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER'S ABILITY TO SELL AND TRANSFER THE LOT (EACH, A "BUYER'S ACTION"), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF BUYER'S ACTION SHOULD SELLER BE THE PREVAILING PARTY IN THAT ACTION, AND THE AMOUNT OF ANY SUCH FEES, COSTS OR EXPENSES AWARDED TO SELLER, AS PROVIDED IN SECTION 10.1, SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, SELLER AND BUYER WAIVE ANY AND ALL RIGHTS WHICH SELLER OR BUYER WOULD OTHERWISE HAVE TO SPECIFICALLY ENFORCE THIS AGREEMENT UNDER CALIFORNIA CIVIL CODE SECTION 3389, EXCEPT AS SET FORTH IN SECTION NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION, THIS SECTION SHALL NOT LIMIT ANY RECOVERY BY SELLER OF ATTORNEYS' FEES AND OTHER COSTS UNDER THIS AGREEMENT AND SELLER OR MMB SHALL GIVE WRITTEN NOTICE ("SELLER S NOTICE"), IN THE MANNER PRESCRIBED BY SECTION OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION, TO ESCROW HOLDER AND TO BUYER THAT BUYER IS IN DEFAULT UNDER -15-

48 THIS AGREEMENT AND THAT MMB OR SELLER IS DEMANDING THAT ESCROW HOLDER REMIT 3% OF THE PURCHASE PRICE FROM THE DEPOSIT TO MMB OR SELLER AS LIQUIDATED DAMAGES UNLESS, WITHIN 20 DAYS, BUYER GIVES ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER SHALL HAVE A PERIOD OF 20 DAYS FROM THE DATE OF RECEIPT OF SELLER'S NOTICE WITHIN WHICH TO GIVE ESCROW HOLDER BUYER'S WRITTEN OBJECTION TO DISBURSEMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES. BUYER'S FAILURE TO TIMELY GIVE THE ESCROW HOLDER THE AFORESAID WRITTEN OBJECTION SHALL NOT BE A WAIVER OF ANY CAUSE OF ACTION, OTHER THAN A WAIVER OF THE RIGHT TO SPECIFIC PERFORMANCE OF THE AGREEMENT, THAT THE BUYER MAY HAVE AGAINST MMB OR SELLER UNDER THIS AGREEMENT UNLESS THE WAIVER IS CONDITIONED UPON SERVICE OF THE SELLER'S NOTICE AND DEMAND IN A MANNER PRESCRIBED BY SECTION OF THE CODE OF CIVIL PROCEDURE FOR SERVICE IN A SMALL CLAIMS ACTION. Seller Initials Buyer Initials 10.2 Default By Seller. IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT, BUYER'S SOLE AND EXCLUSIVE REMEDIES ARE TO EITHER: (A) TERMINATE THIS AGREEMENT, IN WHICH EVENT SELLER SHALL NOT BE ENTITLED TO THE DEPOSIT, AND SELLER SHALL PAY ALL OF THE FEES AND COSTS OF ESCROW HOLDER, WHICH SHALL OPERATE TO TERMINATE THIS AGREEMENT AND RELEASE SELLER FROM ANY AND ALL LIABILITY PURSUANT TO THIS AGREEMENT; OR (B) OBTAIN SPECIFIC PERFORMANCE OF THIS AGREEMENT BY SELLER. BUYER SHALL BE DEEMED TO HAVE ELECTED CLAUSE (A) ABOVE IF BUYER FAILS TO FILE SUIT FOR SPECIFIC PERFORMANCE AGAINST SELLER IN A COURT HAVING JURISDICTION IN ORANGE COUNTY, CALIFORNIA, ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE DATE UPON WHICH THE CLOSING WAS TO HAVE OCCURRED. IN ANY ACTION FOR SPECIFIC PERFORMANCE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES AND COSTS. THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT AND UNDER ANY CLOSING DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT DO NOT CONSTITUTE THE PERSONAL OBLIGATIONS OF SELLER AND, IF SELLER DEFAULTS PURSUANT TO THIS AGREEMENT BY FAILING TO CONVEY THE LOT TO BUYER IN THE MANNER PROVIDED IN THIS AGREEMENT OR COMMITS ANY OTHER DEFAULT PURSUANT TO THIS AGREEMENT OR ANY OF SUCH CLOSING DOCUMENTS, EXCEPT FOR THE REMEDIES SET FORTH IN THIS SECTION 10.2, BUYER SHALL NOT BE ENTITLED TO ANY OTHER REMEDIES AND -16-

49 NO ASSETS OF SELLER (OTHER THAN THE LOT) SHALL BE SUBJECT TO RECOURSE. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THE PROVISION OF THIS SECTION 10.2 AT THE TIME EACH PARTY EXECUTED THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller Initials Buyer Initials 10.3 Default by MMB. Notwithstanding any other provision of this Agreement to the contrary, Seller shall have no liability to Buyer for any claims, losses, damages or causes of action of any nature whatsoever arising out of or in any way related to a default by MMB. If MMB defaults in its obligations under the Master Purchase Agreement, Seller will bring an action for specific enforcement for any residents in the Community who have entered into an Agreement with Seller to acquire fee title to their Residential Lots pursuant to the Additional Discretionary Sale, if such residents enter into an agreement with Seller (a) to pay monthly all costs and expenses of litigation, including attorneys' fees and (b) to indemnity, defend and hold harmless Seller against all claims and liabilities arising out of such litigation. XI. MISCELLANEOUS 11.1 Notices. Any notice, demand, approval, consent or other communication required or permitted pursuant to this Agreement shall be validly given or made only if in writing, properly sent by registered or certified mail, return receipt requested, courier or overnight delivery (e.g., FedEx), facsimile and addressed to the party for whom intended, or by , as follows: If to Seller: and Mr. Leonard Kranser President of the Monarch Bay Land Association 75 Monarch Bay Drive Dana Point, California Facsimile: (949) kranser@cox.net Mr. Marc Kazarian VP and Secretary of the Monarch Bay Land Association 339 Monarch Bay Drive Dana Point, California Facsimile: (949) mkazarian@cox.net -17-

50 with a copy to: If to Buyer: Brian D. Moreno, Esq W. Olympic Blvd., Suite 700 Los Angeles, California Facsimile: (310) bdm@sghoalaw.com Facsimile: with a copy to: Facsimile: If to Escrow Holder: First American Title Company Homebuilder Services Division/ National Commercial Division Von Karman Avenue, Suite 600 Irvine, California Attn: Ms. Jessica Sant'Anna Escrow Officer Facsimile: (949) jsantanna@firstam.com Either party may, from time to time, by written notice to the other, designate a different address, which shall be substituted for that specified above. Each such notice, demand, approval, consent, or other communication shall be deemed effective and given: (a) three (3) business days after deposit in the United States mail; (b) the next business day if sent via overnight delivery; or (c) upon receipt if delivered by courier, facsimile or by 5 p.m. on a business day, or the first business day after receipt if delivered, facsimiled or ed after 5 p.m. or on a holiday or weekend. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent Brokers and Finders. Seller represents and warrants to Buyer that no real estate agents, brokers or finders have been involved or represented Seller in the negotiating of this transaction or the execution of this Agreement Buyer represents and warrants to Seller that no real estate agents, brokers or finders have been involved or represented Buyer in negotiating this transaction or the execution of this Agreement. In the event of any claim by any person or entity -18-

51 for any broker, finder or other fee or compensation in connection with this Agreement, the party whose alleged statement, representation or agreement giving rise to such claim shall defend, indemnify and hold harmless the other party from any liability in connection with the claim, including, without limitation, reasonable attorney fees and costs. Seller shall not be required to pay any compensation and/or brokerage commission to any brokers, agents and/or finders for Buyer in connection with the sale of the Lot Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, administrators and assigns. Buyer shall not be allowed to assign this Agreement or any of its rights under or interest in this Agreement to any person or entity, without the prior written consent of Seller, which consent may be granted or withheld in the sole and absolute discretion of Seller Amendments. This Agreement may be amended or modified only by a written instrument executed by Seller and Buyer Interpretation. Words used in the singular number shall include the plural, and vice-versa, and any gender shall be deemed to include each other gender. The captions and headings of the Articles and Sections of this Agreement are for convenience of references only and shall not be deemed to define or limit the provisions hereof Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California Merger of Prior Agreements. This Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the Lot and supersedes all prior agreements and understandings between Seller and Buyer relating to the subject matter of this Agreement Time of the Essence. Time is of the essence with respect to this Agreement and all matters relating to the Escrow established in connection with this Agreement. The failure of either party to perform any act strictly within the applicable time periods specified in this Agreement or in any documents relating to the Escrow shall entitle the other party to exercise all available rights and remedies as a result of such failure Severability. If any provision or provisions or if any portion of any provision or provisions of this Agreement is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Agreement to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Seiler and Buyer that: (a) such portion, provision or provisions shall be given force to the fullest possible extent they are legal, valid and enforceable; (b) the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained herein; and (c) the rights, obligations and interest of Seller and Buyer under the remainder of this Agreement shall continue in full force and effect Attorney Fees. In the event that either party shall institute any legal action or proceeding against the other relating to the provisions of this Agreement or any default -19-

52 hereunder, the unsuccessful party in such action or proceeding agrees to pay to the prevailing party the reasonable attorney fees and costs incurred by the prevailing party in the action Recordation. Neither Seller nor Buyer shall record this Agreement against legal title to the Lot, without first obtaining the written consent of the other party, which consent may be withheld in the party's sole and absolute discretion Construction. Seller and Buyer acknowledge and agree that: (a) they possess equal bargaining strength; (b) they have actively participated in the drafting, preparation and negotiation of this Agreement; (c) they have consulted with their own independent counsel and other professional advisors, as they have deemed appropriate, relating to any and all matters contemplated by this Agreement (d) they and their counsel and advisors have reviewed this Agreement;(e) they have entered into this Agreement following the review and the rendering of advice; and (f) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. [Signature page follows] -20-

53 11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement to be effective as of the Effective Date. "SELLER" MONARCH BAY LAND ASSOCIATION, a California non-profit mutual benefit corporation By: Leonard Kranser President By: Marc Kazarian Vice President and Secretary "BUYER(S)" [Buyer signature block to match Property vesting, i.e., insert entity name, if any (e.g. John Doe Trust dated )] Signature Print Name Signature Print Name -21-

54 ACCEPTANCE BY ESCROW HOLDER By signing below, Escrow Holder acknowledges that Escrow Holder has received a fully executed counterpart of this Agreement of Purchase and Sale and Joint Escrow Instructions and agrees to act as Escrow Holder thereunder and to be bound by and perform the terms thereof as such terms apply to Escrow Holder. Dated:, 2016 FIRST AMERICAN TITLE COMPANY, a California corporation By: Jessica Sant'Anna Escrow Officer -22-

55 TO RESIDENTIAL LOT PSA LEGAL DESCRIPTION - LOT [TO BE ATTACHED BY MBLA] -1-

56 EXHIBIT "B" TO RESIDENTIAL LOT PSA ESCROW HOLDER'S GENERAL PROVISIONS EXHIBIT "B" -2-

57 EXHIBIT "B" -3-

58 EXHIBIT "B" -4-

59 EXHIBIT "B" -5-

ASSIGNMENT OF CERTIFICATE OF MEMBERSHIP AND BENEFICIAL INTEREST

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