RESIDENTIAL LOT PSA. AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (Residential Lot PSA) R E C I T A L S :

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1 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 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 1

2 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 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 2

3 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. 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 3

4 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 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 4

5 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 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 5

6 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. 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; 6

7 (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). 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. 7

8 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. (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. 8

9 (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 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 9

10 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 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 10

11 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 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 11

12 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 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 12

13 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; (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 13

14 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. 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 14

15 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 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. 15

16 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 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 16

17 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 with a copy to: If to Buyer: 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 Facsimile: with a copy to: 17

18 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) 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 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. 18

19 11.5 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 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. 19

20 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 20

21 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 21

22 EXHIBIT "A" TO RESIDENTIAL LOT PSA LEGAL DESCRIPTION - LOT [TO BE ATTACHED BY MBLA]

23 EXHIBIT "B" TO RESIDENTIAL LOT PSA ESCROW HOLDER'S GENERAL PROVISIONS

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