Presale Sales Agreement

PRESALE SALES AGREEMENT

This Presale Sales Agreement (the "Agreement") is made as of by and between:

WHEREAS

WHEREAS, Seller is the owner, developer or authorized seller of the property, product or unit described below and intends to sell said property, product or unit prior to final completion, and

WHEREAS, Buyer desires to purchase the described property, product or unit on the terms and conditions set forth in this Agreement, subject to Seller's representations, timelines and delivery obligations.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK / DESCRIPTION

PAYMENT TERMS

Purchase Price: $ (the "Purchase Price"). Buyer shall pay the Purchase Price to Seller in accordance with the schedule below.

Deposit Due Date: . Deposit shall be held by Seller in cleared funds and applied to the Purchase Price at closing or as provided herein.

Late Payment: If any payment due under this Agreement is not received within days after its due date, Buyer shall pay a late fee equal to the greater of $ or % of the overdue amount, plus interest at the maximum rate permitted by law.

TERM, CLOSING AND TERMINATION

Agreement Term Commencement Date: . Expected Closing / Delivery Date: . Time is of the essence with respect to the schedule set forth in this Agreement except as excused by Force Majeure or as otherwise expressly provided.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Buyer of payment obligations for goods delivered prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice of breach. Upon termination for Buyer default, Seller may retain the deposit as liquidated damages, not as a penalty.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement, including business terms, pricing, specifications, design documents, and construction or manufacturing schedules ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is rightfully obtained from a third party without restriction.

The receiving party shall use Confidential Information solely for performance of this Agreement and shall restrict disclosure to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. A party may disclose Confidential Information as required by law, provided that, where legally permissible, the disclosing party gives prompt notice to the other party and cooperates in seeking confidential treatment.

REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that it has the right to sell the described item and that, upon transfer, title will be free of liens and encumbrances except as disclosed in writing. Buyer represents that it has the authority and capacity to enter into this Agreement and to perform its payment obligations.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

RISK OF LOSS; DELIVERY; TITLE

Unless otherwise expressly agreed in writing, risk of loss passes to Buyer upon delivery as defined in the Scope of Work. Title to the item shall pass to Buyer upon Seller's receipt of full payment of the Purchase Price and any applicable fees.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be effective upon personal delivery, confirmed overnight courier, or three (3) days after deposit with the U.S. postal service, postage prepaid.

REMEDIES; LIMITATION OF LIABILITY

The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality provisions or other material obligations; therefore, each party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law. Except in cases of willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, punitive or special damages.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. No party may assign this Agreement without the prior written consent of the other party, except that Seller may assign to an affiliate or to a lender providing financing for the project.

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