Item A: Beam Development Purchase and Sale Agreement Terms

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Seller to be in the public interest. Notwithstanding the foregoing, Buyer may assign or transfer its rights under this Agreement without Seller’s prior written consent if such assignment or transfer is to a partnership, limited liability company or limited liability partnership with Beam Construction & Management, LLC holding the majority ownership or controlling interest in and of such entity. 17. DD;C. Prior to the Closing Date, if all or a AMAGE OR ESTRUCTION ONDEMNATION material portion of the Property is taken by eminent domain, condemnation or similar government power (a “Taking”), then either party may terminate this Agreement. Termination by a party pursuant to this Section 17 shall be by written notice to the other party within fifteen (15) days of the effective date of the Taking. Upon termination of this Agreement pursuant to this Section 17, this Agreement shall be of no further force or effect, Buyer shall have no further right, title or interest in or to the Property, and neither party shall have any rights or obligations to the other party respecting this Agreement (except as expressly provided herein). If neither Buyer nor Seller elects to terminate this Agreement pursuant to this Section 17, then Buyer and Seller shall be obligated to complete their obligations under this Agreement; provided, however, that: the Property shall not include the portion so taken, Seller shall be entitled to any award or compensation paid by the Taking authority, and the Purchase Price shall be reduced by the amount Seller receives from the Taking authority. 18. R. The remedies provided in this section are not intended to replace or EMEDIES supersede any other remedies to which a party may be entitled under this Agreement. B’FP. 18.1 If Buyer fails to complete the purchase of UYERS AILURE TO URCHASE the Property by reason of any default by Buyer, Buyer agrees to reimburse Seller for all of its costs and expenses incurred to satisfy the conditions described in Section 7, and agrees that Seller shall receive the Earnest Money, and any interest earned thereon, as liquidated damages to compensate Seller’s losses and expenses incurred in the preparation and negotiation of the transactions contemplated hereunder. Seller and Buyer believe that liquidated damages in an amount equal to the Earnest Money (and any interest earned thereon) is reasonable to compensate Seller for its losses, in light of the anticipated or actual harm caused by the default, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Buyer’s forfeiture in favor of Seller of the Earnest Money and interest shall constitute the exclusive remedy of Seller on account of the default of Buyer. If Seller gives written notice to the Escrow Agent and Buyer has defaulted hereunder, the Escrow Agent shall remit to Seller all amounts held by the Escrow Agent with respect to this Agreement, consisting of the Earnest Money deposit and any interest earned thereon. If the Escrow Agent for any reason fails to pay the amount of the liquidated damages to Seller, Seller may seek payment of the amount directly from Buyer. S’F. 18.2 If Buyer cannot purchase the Property because of breach or ELLERS AILURE default by Seller, or as a result of Seller’s failure to satisfy Buyer’s conditions to Closing then, unless Buyer is in breach of this Agreement, Buyer shall not be prevented from seeking specific performance or, if specific performance is not available to Buyer Page 22 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008)