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  4593201.3  1  AGREEMENT OF PURCHASE AND SALE  AND JOINT ESCROW INSTRUCTIONS  This AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW  INSTRUCTIONS ("Agreement") is made and entered into as of June 30, 2022 ("Execution Date"), by and  between 3032 WILSHIRE INVESTORS LLC, a Colorado limited liability company ("Seller"), and GD  REALTY GROUP INC., a California corporation, and/or its permitted assignee  ("Buyer").  Recitals  A. Seller owns certain real property located in the City of Santa Monica ("City"),  County of Los Angeles ("County"), State of California ("State"), which is more particularly described on  Exhibit A attached hereto (the "Land"), together with the building and certain other improvements located on  the Land (the "Improvements") (collectively, the "Property").      B. Seller desires to sell all of its interest in the Property to Buyer, and Buyer desires to  purchase Seller's interest in the Property, upon the terms and conditions set forth in this Agreement.  Basic Provisions  I. Buyer:    GD Realty Group Inc.      2834 W. Imperial Hwy.      Inglewood, CA 90303      Attn: Arash Danialifar   Telephone No.: (310) 308-1308    Email:  arashbus@gmail.com   II. Buyer's Counsel: Meyers Nave      707 Wilshire Boulevard, 24th Floor      Los Angeles, CA 90017      Attn: Russell Morse      Telephone No. (213) 626-2906      Email: rmorse@meyersnave.com    III. Seller:    3032 Wilshire Investors LLC      c/o L3 Capital, LLC      550 W. Adams Street, Suite 200      Chicago, IL 60661      Attn: Matthew Schreiber and Nate Cronin            Mr. Schreiber Telephone No.: (847) 997-0377      Email: matthew.schreiber@l3capital.com and              Mr. Cronin Telephone No.: (312) 477-3031      Email: nathan.cronin@l3capital.com     





 






  4593201.3  2  IV. Seller's Counsel: Elkins Kalt Weintraub Reuben Gartside LLP  10345 West Olympic Boulevard   Los Angeles, California 90064  Attn:  Scott M. Kalt, Esq.   Telephone No. (310) 746-4402     Email: skalt@elkinskalt.com    V. Broker:   Jones Lang LaSalle, representing both Buyer and Seller.  VI. Escrow Holder:  Stewart Title Guaranty Company      525 N. Brand Blvd.      Glendale, California 91203  Attn:  Andrea Mendoza, Senior Commercial Escrow        Officer  Escrow No. 22000110896  Telephone No. (818) 500-5680  Email:amendoza@stewart.com  VII. Title Company:  Commonwealth Land Title Company  601 S. Figueroa Street  Ste 4000       Los Angeles, California 90017  Attn:  Eric Gile, Title Officer  Order No. 01909166  Telephone No. (213) 330-3100  Email:titleunit27@cltic.com  VIII. Purchase Price:  Sixteen Million Five Hundred Thousand Dollars ($16,500,000.00)  (the "Purchase Price").  IX. Deposit:  Five Hundred Thousand Dollars ($500,000.00) (together with interest  thereon while held in Escrow, the "Deposit"), payable in accordance with  Paragraph 3.1 below.    X. Contingency Date: 5:00 p.m. Pacific time on July 27, 2022 (the "Contingency  Date").  XI. Closing Date: Sixty (60) days following the Contingency Date (the "Closing Date").  





 






  4593201.3  3  Agreement  NOW, THEREFORE, incorporating the foregoing recitals, and in consideration of the  mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt  and sufficiency of which are acknowledged, Seller and Buyer agree that the terms and conditions of this  Agreement and the instructions to Escrow Holder, with regard to the escrow ("Escrow") created pursuant  hereto are as follows:  1. Purchase and Sale.  Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase  the Property from Seller, upon the terms and conditions set forth in this Agreement.  The Property shall  include the following:  (a) all of terest, if any, in and to all rights, privileges,  tenements, hereditaments, rights-of-way, easements, licenses, appurtenances, mineral rights, development  rights, permits, approvals, air rights, and water and riparian rights belonging or appertaining to the Property or  any improvements thereon, and (b) a intangible (including, without limitation, trade names, trademarks or intellectual property, warranties,  guarantees, plans, spec governmental approvals obtained or applied for as of the date of this Agreement relating to the Property or  any improvements thereon, subject to the rights of third parties and to the extent assignable without cost or  penalty to Seller) located on or relating to the Property and/or any improvements thereon.    2. Reserved.  3. Payment of Purchase Price.  The Purchase Price for the Property shall be paid by Buyer as  set forth below in this Paragraph 3.  3.1 Deposit.  Within one (1) business day after the Execution Date, Buyer shall deposit  or cause to be deposited with Escrow Holder the Deposit.  Escrow Holder shall immediately invest the  Deposit in a federally-insured, interest-bearing account. Buyer hereby irrevocably authorizes and directs  Escrow Holder to immediately release a portion of the Deposit in the sum of Twenty Five Thousand and  NO/100 Dollars ($25,000.00) (the "Released Portion") to Seller or Seller's designee.  Notwithstanding  anything to the contrary in the Agreement, the Released Portion: (i) shall be fully-earned by Seller as of the  Execution Date, (ii) shall constitute Seller's sole and separate property, and (iii) shall be non-refundable to  Buyer, including, without limitation, in the event that Buyer terminates the Agreement prior to the  Contingency Date, except as  provided in Paragraph 15.2 hereof. The  Released Portion shall be applicable to the Purchase Price at the Closing. If this Agreement has not been  previously terminated by Buyer by delivery to Seller and Escrow Holder of a written notice of termination in  accordance with the terms hereof prior to 5:00 p.m. Pacific time on the Contingency Date, then the remainder  of the Deposit after the release of the Released Portion shall not be refundable unless the transaction  contemplated by this Agreement is not consummated as the result of Seller's default or the failure of an  express condition precedent set forth in Paragraph 7.4 or 7.5 below. Upon the Close of Escrow (as defined  below in Paragraph 4.2), the Deposit shall be credited toward payment of the Purchase Price.   Notwithstanding any provision set forth in this Agreement, One Hundred Dollars ($100.00) of the Deposit  shall be non-refundable in all events (other than Seller's default) and shall be paid to Seller in the event that  this Agreement is terminated (other than due to Seller's default) at any time prior to the Close of Escrow (the  "Independent Consideration").  The Independent Consideration shall be applicable to the Purchase Price at  Closing (as defined below).  3.2 Cash Balance.  Not less than one (1) business day prior to the Closing Date, Buyer  shall deposit or cause to be deposited, with Escrow Holder, in immediately available funds, the balance of the  Purchase Price, and such other funds as may be necessary in accordance with the terms hereof to pay for  





 






  4593201.3  4  Buyer's share of closing costs and charges set forth in Paragraph 10 below and Buyer's share of prorations  set forth on the Proration and Expense Schedule (as defined below in Paragraph 11) payable pursuant to this  Agreement.  3.3 Assumption of Obligations.  As additional consideration for the purchase and sale  of the Property, at Closing Buyer will:  (a) assume and perform all of the covenants and obligations of Seller  and Seller's affiliates (i) pursuant to the assumed contracts and leases of tenants at the Property, including  without limitation, those relating to any tenant deposits, to the extent arising on or after the Closing Date, and  (ii) pursuant to the leases of tenants at the Property regarding the physical, environmental or legal compliance  status of the Property, to the extent arising on or after the Closing Date; and (b) assume and agree to  discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller or  any of its affiliates (I) to the extent resulting from, arising out of, or in any way related to the Materials (as  defined below in Paragraph 7.3), on or after the Closing Date, and (II) resulting from, arising out of, or in  any way related to any licenses and permits, approvals, applications, certificates of occupancy, dedications,  subdivision maps and entitlements now or hereafter issued, approved or granted by any governmental entity  in connection with the Property and arising on or after the Closing Date.  Buyer hereby indemnifies and holds  Seller harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities,  lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses)  asserted against or incurred by Seller and arising out of the failure of Buyer to perform its obligations  pursuant to this Paragraph 3.3; provided, further, that Seller shall have no obligation to indemnify Buyer for  any costs or expenses incurred by Buyer in its performance of its obligations pursuant to this Paragraph 3.3.   The provisions of this Paragraph 3.3 shall survive the Closing without limitation.  4. Escrow.  4.1 Opening of Escrow.  For the purposes of this Agreement, the Escrow shall be  deemed opened ("Opening of Escrow") on the date Escrow Holder receives an original or electronic copy of  this Agreement fully executed by Buyer and Seller, which shall occur no later than within two (2) business  days after this Agreement is executed and delivered by the parties.  Escrow Holder shall promptly notify  Buyer and Seller in writing of the Opening of Escrow.  Buyer and Seller agree to execute, deliver and be  bound by any reasonable or customary supplemental escrow instructions or other instruments reasonably  required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided,  however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of  this Agreement.  If there is any conflict or inconsistency between the terms of such instruments and the terms  of this Agreement, then the terms of this Agreement shall control.  Pursuant to Section 6045(e) of the Internal  Revenue Code of 1986, as amended, Escrow Holder shall be designated the "Reporting Person" hereunder  and shall be solely responsible for complying with the Tax Reform Act of 1986, as amended, with regard to  reporting all settlement information to the Internal Revenue Service.  4.2 Close of Escrow.  The Closing shall occur on the Closing Date.  For purposes of this  Agreement, the "Close of Escrow" or the "Closing" shall be the date that the Deed (as defined below in  Paragraph 9.1.1) is recorded in the Official Records of the County (the "Official Records") or, if earlier, the  date that the Title Company (as defined below) is irrevocably committed to issue the Title Policy (as defined  below).  Unless changed in writing by Buyer and Seller, the Close of Escrow shall occur on the Closing Date.  5. Condition of Title.  Title to the Land shall be conveyed to Buyer by the Deed subject to the  following approved conditions of title (collectively, the "Approved Title Conditions").  5.1 Taxes.  A lien to secure payment of real estate taxes and a lien for any assessments  not delinquent.  





 






  4593201.3  5  5.2 Approved Matters. Matters affecting the Property created by or with the written  consent of Buyer or any affiliates thereof.  5.3 Additional Matters.  Exceptions that are disclosed by the Report (as defined below  in Paragraph 7.1) or any updates thereto and that are approved or deemed approved by Buyer in accordance  with the terms of Paragraph 7.1, any other exceptions to title disclosed by the public records, and matters set  forth in the Deed.  5.4 Survey Matters.  All matters that would be revealed or disclosed in an accurate  survey or inspection of the Property.  5.5 Tenants.  Interests of tenants in possession under leases.  5.6 Laws.  All laws, ordinances, rules, regulations and restrictions affecting the Property.  6. Buyer's Title Insurance.  At the Close of Escrow, the Title Company shall issue to Buyer its  standard Owner's Policy of Title Insurance ("Title Policy") in the amount of the Purchase Price showing title  to the Land vested in Buyer and subject to the Approved Title Conditions.  Buyer shall have the right, at its  sole expense, to request and obtain an ALTA extended coverage policy of title insurance, provided that such  additional coverage shall not be a condition precedent to, or otherwise excuse or delay any of, Buyer's  obligations under this Agreement.  Buyer shall have sole responsibility for obtaining, and bearing the cost of,  any survey required by the Title Company or desired by Buyer.  7. Conditions Precedent to the Close of Escrow for the Benefit of Buyer.  The Close of  Escrow and Buyer's obligation to consummate the transaction contemplated by this Agreement are subject to  the timely satisfaction or written waiver of the following conditions precedent for Buyer's benefit by the dates  designated below:  7.1 Title.  Buyer shall have approved the legal description of the Land and any matters of  title disclosed by the following documents (collectively, the "Title Documents") prepared and delivered to  Buyer by the Title Company:  (a) a standard preliminary title report prepared and issued by the Title  Company with respect to the Land (the "Report"); and (b) copies of all recorded documents referred to in the  Report.  Seller shall endeavor to deliver to Buyer the Title Documents within five (5) business days after the  Execution Date.  Buyer shall have until 5:00 p.m. Pacific time on the date which is seven (7) days prior to the  Contingency Date to deliver to Seller written notice ("Buyer's Title Notice") of Buyer's disapproval or  conditional approval of any matters shown in or disclosed by the Title Documents.  Buyer's failure to timely  deliver Buyer's Title Notice shall be deemed to constitute Buyer's disapproval of all matters of title.  If Buyer  timely delivers to Seller Buyer's Title Notice, then Seller shall have the right, but not the obligation, to  indicate which matters, if any, identified in Buyer's Title Notice will be satisfied or cured (and the manner in  which such matters will be satisfied or cured) by the Closing Date by delivering written notice thereof to  Buyer ("Seller's Title Notice") within five (5) business days after Seller's receipt of Buyer's Title Notice.   Seller's failure to deliver Seller's Title Notice shall be deemed to constitute Seller's election not to satisfy or  cure any of the matters set forth in Buyer's Title Notice.  Buyer shall have until the first to occur of: the  Contingency Date or three (3)  to either (y) deliver written  notice to Seller approving Seller's Title Notice (or deemed notice), in which case Seller shall satisfy or cure,  as applicable, the matters set forth in Seller's Title Notice in the manner set forth therein, if applicable, and the  matters set forth in Buyer's Title Notice which are not addressed in Seller's Title Notice shall be deemed to  constitute Approved Title Conditions, or (z) disapprove Seller's Title Notice (or deemed notice), in which case  this Agreement shall terminate, Escrow Holder shall promptly refund the Deposit (less the Released Portion,  Independent Consideration and any title and escrow cancellation charges) and neither party hereunder shall  have any further obligations or liabilities under this Agreement, except as specifically set forth herein.  If  





 






  4593201.3  6  Seller in its sole discretion elects to cure any matters set forth in Buyer's Title Notice, Seller shall have until  the Closing Date to do so, provided failure to do so shall in no way be deemed a default by Seller hereunder.   If such cure cannot be  accomplished within such time, and Buyer has not waived its objections by the  Closing Date, this Agreement shall terminate, the Deposit (less the Released Portion, the Independent  Consideration and any title and escrow cancellation charges) shall be returned to Buyer and neither party shall  have any further obligations under this Agreement except as specifically set forth in this Agreement.  Buyer's  failure to timely notify Seller in writing on or before 5:00 p.m. (Pacific time) on the Contingency Date of its  disapproval of any matters set forth in Seller's Title Notice (or deemed notice) shall be deemed Buyer's  election to .  7.2 Physical Inspections and Studies.  Subject to Paragraph 14 below, Buyer shall  have the right to approve or disapprove, in Buyer's sole discretion, the results of Buyer's inspections,  investigations, tests and studies, including, without limitation, investigations with regard to zoning, building  codes and other governmental regulations, architectural inspections, engineering tests, and soils, seismic and  geologic reports with respect to the Land, inspections of all or any portion of the Improvements (including,  without limitation, structural, mechanical and electrical systems, roofs, pavement, landscaping and public  utilities), and any other physical inspections and/or investigations (collectively, the "Tests") as Buyer may  elect to make or obtain in accordance with the terms of this Agreement by delivering written notice thereof to  Seller and Escrow Holder on or before 5:00 p.m. Pacific time on the Contingency Date.  Buyer's timely notice  of disapproval of any of the Tests shall constitute Buyer's election to terminate this Agreement.  Buyer's  failure to timely disapprove the results of the Tests shall be deemed to constitute Buyer's approval thereof and  waiver of this condition.  7.3 Review and Approval of Materials.  Prior to 5:00 p.m. Pacific time on the  Contingency Date, Buyer may, on at least one (1) business days' notice to Seller, review any documents (other  than the Excluded Materials (as defined below) relating to the physical or environmental condition of the  Land,  (other than the Excluded Materials), a rent  roll for the Property, the leases for tenants occupying the Property, and service contracts for the Property, that  are located at Seller's offices or at the offices of Seller's property manager for the Property (such documents  available for Buyer's review that are located at the offices of Seller or at the offices of Seller's property  manager, are collectively referred to as the "Materials").  Seller makes no representations or warranties of  any kind whatsoever to Buyer as to the accuracy or completeness of the content of the Materials or any other  information delivered to or made available to Buyer pursuant to this Agreement, and Seller shall not have any  liability or responsibility to Buyer with respect to the accuracy or completeness of any of the Materials or  other information or based upon or arising out of any use Buyer may make of the Materials or other  information.  Buyer shall have the right to approve or disapprove the Materials in Buyer's sole discretion by  delivering written notice thereof to Seller and Escrow Holder on or before 5:00 p.m. Pacific time on the  Contingency Date.  Buyer's timely notice of disapproval of any of the Materials shall constitute Buyer's  election to terminate this Agreement.  Buyer's failure to timely disapprove the Materials shall be deemed to  constitute Buyer's approval thereof and waiver of this condition.  For purposes of this Agreement, the term  "Excluded Materials" shall mean any appraisals, internal reports, valuations, other offers or agreements  relating to the acquisition or sale of the Property, economic evaluations of the Property, documents pertaining  to Seller's entity, reports regarding the Property prepared by Seller or any affiliate of Seller for the internal use  or for the information of the investors in Seller, and any other proprietary information not relating to the  physical condition of the Property.  Buyer acknowledges that it has no right to review any of the Excluded  Materials.  7.4 Tenant Estoppel Certificates.  Buyer shall have received estoppel certificates  ("Tenant Estoppel Certificates") prior to the Closing Date, duly executed by tenants such that Buyer shall  have received Tenant Estoppel Certificates from tenants under all of the leases in the Property.  The Tenant  Estoppel Certificates shall be substantially in the form of Exhibit F or in such other form which a particular  





 






  4593201.3  7  tenant is required to execute pursuant to its lease.  To the extent received by Seller, Seller shall deliver the  original executed Tenant Estoppel Certificates to Buyer no later than two (2) business days prior to the  Closing Date; provided, however, if Seller is unable to deliver timely to Buyer the appropriate Tenant  Estoppel Certificate executed by the tenant named Bobae Tea, Seller may (but is not obligated to) deliver to  Buyer, in lieu thereof, the Tenant Estoppel Certificate executed by Seller on behalf of Bobae Tea to meet the  requirement set forth above; any Tenant Estoppel Certificate executed by Seller on behalf of a tenant shall be  subject to the limitations contained in Paragraphs 13 and  22.13 and shall be deemed automatically null and  void upon the delivery of any Tenant Estoppel Certificate from the tenant for whom Seller delivered the Seller  estoppel.  7.5 Representations and Warranties.  Subject to any Representation Matters (as  defined in Paragraph 13.1) discovered by Buyer or Seller, all representations and warranties of Seller  contained in Paragraph 13.1 of this Agreement shall be true and correct in all material respects as of the date  made and as of the Close of Escrow with the same effect as if those representations and warranties were made  at and as of the Close of Escrow.    7.6 Covenants.  By the Closing Date, Seller shall not be in material default in the  performance of any material covenant or agreement to be performed by Seller under this Agreement.    7.7 No Material and Adverse Change in Condition. On the Closing Date, the  condition of the Property (including, without limitation, the Improvements), with respect to the contingency  set forth in Paragraph 7.2, has not materially and adversely changed from the date of Buyer's prior approval  of said contingency, and there shall be no material and adverse change in the occupancy of the tenants at the  Property since the Contingency Date.  The conditions set forth in this Paragraph 7 are solely for the benefit of Buyer and may be  waived only by Buyer.  Buyer shall at all times have the right to waive any condition.  Nothing contained in  this Agreement shall require Seller to bring any suit or other proceeding or to pay any substantial sum, to  satisfy any of such conditions.  If any of the conditions in this Paragraph 7 is not timely satisfied or waived  by Buyer, Buyer shall deliver written notice to Escrow Holder and Seller on or before the applicable date  relating to such condition and describing the condition that has not been satisfied or waived, and unless such  failure is due to a material default by Seller in which case the provisions of Paragraph 15 of this Agreement  shall apply, Buyer shall have the right by such notice to terminate this Agreement and the Escrow.  If Buyer  timely terminates this Agreement in accordance with the foregoing, the Deposit (less the Released Portion and  Independent Consideration), or such portion thereof that has theretofore been deposited by Buyer with Escrow  Holder (less one-half of any escrow and title cancellation fees and costs) shall either be refunded to Buyer or  paid over to Seller as provided herein, all documents deposited into Escrow shall be returned to the party  depositing such documents, and neither party shall have any further rights or obligations under this  Agreement, except for those rights or obligations which expressly survive the termination of this Agreement.   If Buyer does not timely deliver notice of such failed conditions, Buyer shall be deemed to have waived the  same.  Buyer hereby acknowledges and agrees that, except as otherwise provided under this Agreement,  notwithstanding the failure of any condition under this Agreement, the occurrence of the Closing shall  constitute conclusive evidence that Buyer has waived any such condition.  8. Conditions Precedent to the Close of Escrow for the Benefit of Seller.  The Close of  Escrow and Seller's obligations with respect to the transaction contemplated by this Agreement are subject to  the timely satisfaction or written waiver of the following conditions precedent for Seller's benefit by the dates  designated below:  





 






  4593201.3  8  8.1 Buyer's Deliveries. At least one (1) business day prior to the Closing Date, Buyer  shall have delivered to Escrow Holder the funds and documents described in Paragraph 9.2.  8.2 Representations and Warranties.  All representations and warranties of Buyer  contained in Paragraph 13.2 of this Agreement shall be true and correct in all material respects as of the date  made and as of the Close of Escrow with the same effect as if those representations and warranties were made  at and as of the Close of Escrow.  8.3 Covenants.  By the Closing Date, Buyer shall not be in material default in the  performance of any material covenant or agreement to be performed by Buyer under this Agreement.  The conditions set forth in this Paragraph 8 are solely for the benefit of Seller and may be  waived only by Seller.  Seller shall at all times have the right to waive any condition.  Any such waiver or  waivers shall be in writing and shall be delivered to Buyer and Escrow Holder.  If any of the conditions in this  Paragraph 8 is not satisfied or has not been so waived by Seller prior to the scheduled Closing Date, Seller  shall deliver written notice to Buyer describing the condition that has not been satisfied or waived, and if such  condition remains unsatisfied as of the scheduled Closing Date, then, subject to the provisions of Paragraph  15 of this Agreement, if applicable, Seller shall have the right to terminate this Agreement and the Escrow by  written notice to Buyer and Escrow Holder.  If Seller terminates this Agreement in accordance with the  foregoing, the Deposit shall be paid over to Seller, all documents deposited into Escrow shall be returned to  the party depositing such documents, and neither party shall have any further rights or obligations under this  Agreement, except for those rights or obligations which expressly survive the termination of this Agreement.  9. Deliveries to Escrow Holder.  9.1 Deliveries by Seller.  At least one (1) business day prior to the Closing Date, Seller  shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:  9.1.1 Deed.  Seller shall deliver to Escrow Holder a grant deed in the form  attached as Exhibit B, duly executed by Seller and acknowledged ("Deed").  9.1.2 FIRPTA.  Seller shall deliver to Escrow Holder a Transferor's Certification  of Non-Foreign Status in the form attached as Exhibit C, duly executed by Seller and a California Form RE- 593 duly executed by Seller (collectively, "FIRPTA Certificate").  9.1.3 Lease Assignment.  Seller shall deliver to Escrow Holder four (4) original  counterparts of an Assignment and Assumption of Leases in the form attached hereto as Exhibit D ("Lease  Assignment"), duly executed by Seller.  9.1.4 General Assignment.  Seller shall deliver to Escrow Holder four (4) original  counterparts of a General Assignment and Bill of Sale in the form attached hereto as Exhibit E ("General  Assignment"), duly executed by Seller.  9.1.5 Tenant Estoppel Certificates.  To the extent received by and in the  possession of Seller, Seller shall deliver to Escrow Holder original executed Tenant Estoppel Certificates.  9.2 Deliveries by Buyer.  At least one (1) business day prior to the Closing Date, Buyer  shall deposit or cause to be deposited with Escrow Holder the following:  





 






  4593201.3  9  9.2.1 Funds. Buyer shall deliver to Escrow Holder funds which are to be applied  toward payment of the Purchase Price in the amounts and at the times designated above in Paragraph 3 (as  adjusted by the Proration and Expense Schedule).  9.2.2 Lease Assignment.  Buyer shall deliver to Escrow Holder four (4) original  counterparts of the Lease Assignment duly executed by Buyer.  9.2.3 General Assignment.  Buyer shall deliver to Escrow Holder four (4) original  counterparts of the General Assignment duly executed by Buyer.  9.2.4 PCOR.  Buyer shall deliver to Escrow Holder a duly executed Preliminary  Change in Ownership Report, in a form approved by the Title Company and Seller.  10. Costs and Expenses.  If the transaction contemplated by this Agreement is consummated,  then Seller shall bear the following costs and expenses:  (A) one-half (1/2) of Escrow Holder's fees; (B) all of  the documentary transfer taxes payable in connection with the recording of the Deed; (C) the premium for a  standard coverage owner's policy of title insurance in the amount of the Purchase Price; and (D) Seller's share  of prorations.  If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the  following costs and expenses:  (W) all costs of the Title Policy in excess of the portion of the premium  described in (C) above, including any cost attributable to ALTA coverage, if any, the cost of any survey and  the cost of any endorsements to the Title Policy; (X) all document recording charges payable in connection  with the recording of the Deed; (Y) one-half (1/2) of Escrow Holder's fees; and (Z) Buyer's share of  prorations.  If, as a result of no fault of Buyer or Seller, Escrow fails to close, Buyer and Seller shall share  equally all of Escrow Holder's fees and charges; however, if the transaction fails to close as the result of the  default of either party, then such defaulting party shall bear all Escrow Holder's fees and expenses.  Buyer  shall bear all costs associated with its due diligence inspections regarding the Property.  Subject to the  provisions of Paragraph 18 below, each party shall bear the cost of its own attorneys and consultants.  All  other costs and expenses shall be allocated between Buyer and Seller in accordance with the customary  practice of the City and County for transactions of this type.  11. Prorations.  All revenues and expenses relating to the Property, including without limitation,  real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis as of the  Close of Escrow; provided, however, rentals shall be prorated on a cash received basis.  Such proration shall  be made as of 12:01 A.M. (Pacific time) on the Closing Date (the "Proration Time").  If any rents under any  of the leases for space at the Property shall be accrued and unpaid at the Closing Date, the rents collected by  Buyer on or after the Closing Date shall first be applied to rents due at the time of such collection on or after  the Closing Date, with the balance payable to the Seller to the extent of rents delinquent as of the Closing  Date; provided that Buyer shall use commercially reasonable diligent efforts to collect any delinquent rents,  but shall not be required to institute any proceeding or incur any material out-of-pocket costs to collect any  rents accrued and unpaid on the Closing Date.  Seller, at its sole cost, shall be entitled to bring such actions or  proceedings against tenants provided that such actions do not affect such tenant's possession.  Seller shall pay  over to or credit Buyer at Closing all cash security deposits (together with any interest required to be paid  thereon) held by Seller pursuant to the leases of tenants at the Property.  All tenant improvement costs and  allowances and all brokerage commissions and finders fees shall be prorated with respect to all leases and  lease modifications entered into between the Execution Date and the Closing Date based on the portion of the  lease term that pertains to periods on or after the Closing, with Seller only being responsible for such costs  multiplied by a fraction, the numerator of which is the number of days prior to the Closing that Seller has  received rent from such tenant under the new lease or lease modification and the denominator of which is the  total number of days in such new lease term, and Buyer being solely responsible for the balance of such costs.   If the parties are unable to obtain final meter readings from all applicable meters as of the Close of Escrow,  such expenses shall be reasonably estimated as of the Close of Escrow on the basis of the prior operating  





 






  4593201.3  10  history of the Property.  All monthly prorations shall be calculated on actual days of the applicable month and  all annual prorations shall be calculated based on a 365-day year.  Not less than five (5) business days prior to  the Close of Escrow, Seller and Buyer shall agree upon a schedule of expenses and prorations ("Proration  and Expense Schedule").  If any prorations, apportionments or computations made under this Paragraph 11  shall require final adjustment because the information is unavailable at the Proration Time, then the parties  shall make the appropriate adjustments promptly when accurate information becomes available and either  party hereto shall be entitled to an adjustment to correct the same.  Such adjustments shall be made as soon as  complete and accurate information becomes available, but in all events no later than 180 days after the  Closing.  Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto.   The obligations of the parties under this Paragraph 11 shall survive the Close of Escrow for six (6) months  and shall not merge with the Deed.  12. Disbursements and Other Actions by Escrow Holder.  Upon the Close of Escrow, Escrow  Holder shall promptly undertake all of the following in the manner and order set forth.  12.1 Disburse Funds.  Escrow Holder shall credit all matters addressed in Paragraphs 3  and 10 and prorate all matters addressed in Paragraph 11 based upon the Proration and Expense Schedule  and disburse the balance of the Purchase Price to Seller promptly upon the Close of Escrow and remaining  funds, if any, to Buyer.  12.2 Recording.  Escrow Holder shall cause the Deed, and any other documents which the  parties hereto may mutually direct, to be recorded in the Official Records and obtain conformed copies  thereof for distribution to Buyer and Seller.  12.3 Documents to Seller.  Escrow Holder shall disburse to Seller two (2) originals of the  Lease Assignment, two (2) originals of the General Assignment and one (1) conformed copy of the Deed.  12.4 Documents to Buyer.  Escrow Holder shall deliver to Buyer the original FIRPTA  Certificate executed by Seller, two (2) originals of the Lease Assignment, two (2) originals of the General  Assignment, originals of any Tenant Estoppel Certificates, and one (1) conformed copy of the Deed.  12.5 Title Company.  Escrow Holder shall direct the Title Company to issue the Title  Policy to Buyer.  13. Representations and Warranties.  13.1 Seller's Representations and Warranties.  In consideration of Buyer entering into  this Agreement and as an inducement to Buyer to buy the Property, Seller makes the following  representations and warranties, each of which is material and is being relied upon by Buyer (and the truth and  accuracy of which shall constitute a condition precedent to Buyer's obligations hereunder).  13.1.1 Power.  Seller has the legal power, right and authority to enter into this  Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this  Agreement.  13.1.2 Requisite Action.  All requisite action (corporate, trust, partnership or  otherwise) has been taken by Seller in connection with entering into this Agreement, the instruments  referenced herein, and the consummation of the transaction contemplated by this Agreement.  No consent of  any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body,  governmental authority or other party is required for Seller to consummate the transaction contemplated by  this Agreement.  





 






  4593201.3  11  13.1.3 Individual Authority.  The individuals executing this Agreement and the  instruments referenced herein on behalf of Seller and the partners of Seller, if any, have the legal power, right,  and actual authority to bind Seller to the terms and conditions hereof and thereof.  13.1.4 No Conflict.  Neither the execution and delivery of this Agreement and the  documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the  consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and  the documents and instruments referenced herein conflict with or result in the material breach of any terms,  conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or  any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or  instrument to which Seller is a party or affecting the Property.  13.1.5 Bankruptcy.  Seller has not (a) commenced a voluntary case, or had entered  against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under  any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (b) caused,  suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or  similar official in any federal, state, or foreign judicial or non-judicial proceeding, to hold, administer and/or  liquidate all or substantially all of its assets, or (c) made an assignment for the benefit of creditors.  13.1.6 Litigation.  Except as otherwise disclosed to Buyer in writing, there is no  pending, or, to Se governmental action with respect to the Property.  13.1.7 Disclosure.  To the best knowledge of Seller, Seller has disclosed all material  facts with respect to the Property of which Seller has actual knowledge, and Seller further represents that it  has performed a reason place of business for non-privileged documents  relevant and material to the condition of the Property and provided a copy of such documents in Seller's  possession to Buyer. Notwithstanding the foregoing, Seller is not making and has not made any representation  or warranty with respect to all or any matters contained in documents made available or delivered to Buyer in  connection with this Agreement.  13.1.8 Encumbrances. Seller has not alienated, encumbered, transferred,  mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion thereof, nor  entered into any agreement to do so, and there are no liens, encumbrances, mortgages, covenants, conditions,  reservations, restrictions, easements or other matters affecting the Property, except as disclosed in the  Preliminary Report or as otherwise disclosed by Seller to Buyer in writing.  Seller will not, directly or  indirectly, alienate, encumber, transfer, mortgage, assign, pledge, or otherwise convey its interest in the  Property or any portion thereof, which is not removed prior to the Close of Escrow, as long as this Agreement  is in full force and effect and so long as Buyer is not in default.  13.1.9 Lease Termination and Violations no notice of  termination of any of the leases of the Property has been provided by or to Seller or by or to the tenants of the  Property, and except as otherwise disclosed to Buyer, there are no current violations of any of the leases of the  Property which are, or would with the passage of time, be events of default under such leases.  13.1.10 Other Agreements.  To Seller's knowledge, there are no agreements  affecting the Property except those which have been disclosed by Seller to Buyer.  To Seller's knowledge and  except as otherwise disclosed to Buyer in writing, there are no agreements which will be binding on the Buyer  or the Property after the Close of Escrow which cannot be terminated on thirty (30) days prior written notice.  





 






  4593201.3  12  13.1.11 Non-Foreign Person. Seller is not a foreign person as defined in Internal  Revenue Code section 1445(f)(3).  13.1.12 Disclosure of Hazardous Substances.  California Health & Safety Code  Section 25359.7 requires owners of real property who know, or have reasonable cause to believe, that any  release of hazardous substances are located on or beneath the real property to provide written notice of same  to the buyer of real property. Other applicable laws require Seller to provide certain disclosures regarding  natural hazards affecting the Property.  Except as set forth in any environmental reports or studies obtained or  conducted by Buyer or delivered to Buyer by Seller, Seller represents and warrants to Buyer that Seller has no  actual knowledge with respect to the deposit of hazardous substances on the Property, and Seller agrees to  make all disclosures required by law within ten (10) days after the Opening of Escrow.  Seller's responsibility  and obligations of this paragraph are solely limited to Seller's knowledge of, or Seller's reasonable cause to  believe, that hazardous substances have been stored upon or released upon or under the Property.  The representations and warranties of Seller set forth in this Paragraph 13.1 shall  survive the Close of Escrow for a period of one (1) year, but not thereafter, it being the intention of the parties  that all suits or actions for breach of any such representations and warranties must be commenced, if at all,  within said one (1) year of the Close of Escrow or they shall be forever barred.  Notwithstanding the  foregoing, if, prior to the Closing Date, Buyer or Seller should learn, discover or become aware of any  existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein  incorrect or untrue in any material respect (collectively, the "Representation Matter"), then the party who  has learned, discovered or become aware of such Representation Matter shall promptly give written notice  thereof to the other party and Seller's representations and warranties shall be automatically limited to account  for the Representation Matter.  If, prior to the Closing Date, Buyer discovers or is notified of a Representation  Matter that has a material, adverse impact on the value of the Property, then, subject to Paragraph 15.2 (if  applicable), Buyer shall have the right, as its sole remedy to terminate this Agreement and obtain a refund of  the Deposit (less the Released Portion and Independent Consideration) by providing written notice thereof to  Seller no later than five (5) business days after Buyer learns or is notified of such Representation Matter;  provided, however, Buyer shall have no right to terminate this Agreement for any Representation Matter  arising from a change in circumstances that is otherwise permitted under this Agreement.  Upon such  termination, neither party hereunder shall have any further obligations or liabilities under this Agreement  except as specifically set forth herein.  If Buyer does not timely terminate this Agreement, then Seller's  representations and warranties shall be automatically limited to account for the Representation Matter, Buyer  shall be deemed to have waived Buyer's right to pursue any remedy for breach of the representation or  warranty made untrue on account of such Representation Matter, and the parties shall proceed to the Close of  Escrow.  13.2 Buyer's Representations and Warranties.  In consideration of Seller entering into  this Agreement and as an inducement to Seller to sell the Property, Buyer makes the following representations  and warranties, each of which is material and is being relied upon by Seller (and the truth and accuracy of  which shall constitute a condition precedent to Seller's obligations hereunder).  13.2.1 Power.  Buyer has the legal power, right and authority to enter into this  Agreement and the instruments referenced herein, and to consummate the transaction contemplated by this  Agreement.  13.2.2 Requisite Action.  All requisite action (corporate, trust, partnership or  otherwise) has been taken by Buyer in connection with entering into this Agreement and the instruments  referenced herein; and, by the Close of Escrow all such necessary action will have been taken to authorize the  consummation of the transaction contemplated by this Agreement.  By the Close of Escrow no additional  consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative  





 






  4593201.3  13  body, governmental authority or other party shall be required for Buyer to consummate the transaction  contemplated by this Agreement.  13.2.3 Individual Authority.  The individuals executing this Agreement and the  instruments referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind  Buyer to the terms and conditions hereof and thereof.  13.2.4 No Conflict.  Neither the execution and delivery of this Agreement and the  documents and instruments referenced herein, nor the occurrence of the obligations set forth herein, nor the  consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and  the documents and instruments referenced herein conflict with or result in the material breach of any terms,  conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or  any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or  instrument to which Buyer is a party.  13.2.5 Bankruptcy.  Buyer has not (a) commenced a voluntary case, or had entered  against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under  any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (b) caused,  suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or  similar official in any federal, state, or foreign judicial or non-judicial proceeding, to hold, administer and/or  liquidate all or substantially all of its assets, or (c) made an assignment for the benefit of creditors.  13.2.6 Prohibited Persons and Transactions.  Neither Buyer nor any of its  affiliates, nor any of their respective members, and none of their respective officers or directors is, nor prior to  Closing or the earlier termination of this Agreement, will they become, a person or entity with whom U.S.  persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control  OFAC  of the Treasury (including those named on OF y Designated  Blocked Persons List) or under any U.S. statute, executive order (including the September 24, 2001,  Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to  Commit or Support Terrorism) or other governmental action and is not and prior to Closing or the earlier  termination of this Agreement will not engage in any dealings or transactions with or be otherwise associated  with such persons or entities.  13.3 As-Is/Release.  AS A MATERIAL INDUCEMENT TO THE EXECUTION AND  DELIVERY OF THIS AGREEMENT BY SELLER AND THE PERFORMANCE BY SELLER OF ITS  DUTIES AND OBLIGATIONS HEREUNDER, BUYER DOES HEREBY ACKNOWLEDGE,  REPRESENT, WARRANT AND AGREE, TO AND WITH THE SELLER, THAT, (A) EXCEPT AS  EXPRESSLY SET FORTH IN PARAGRAPH 13.1 AND FOR THE DURATION THEREOF, BUYER IS  PURCHASING THE PROPERTY IN AN "AS- CONDITION, WITH ALL FAULTS,  AS OF THE DATE OF THE CLOSE OF ESCROW WITH RESPECT TO ANY FACTS,  CIRCUMSTANCES, CONDITIONS AND DEFECTS; (B) SELLER HAS NO OBLIGATION TO REPAIR  OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR  COMPENSATE BUYER FOR SAME; (C) BY THE CLOSE OF ESCROW, BUYER SHALL HAVE  UNDERTAKEN ALL SUCH PHYSICAL INSPECTIONS AND EXAMINATIONS OF THE PROPERTY  AS BUYER DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES, AND THAT  BASED UPON SAME, BUYER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON SUCH  INSPECTIONS AND EXAMINATIONS AND THE ADVICE AND COUNSEL OF ITS AGENTS AND  OFFICERS (AND EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY  SET FORTH IN PARAGRAPH 13.1, NOT UPON ANY OTHER REPRESENTATIONS OR  WARRANTIES OF SELLER), AND BUYER IS AND WILL BE FULLY SATISFIED THAT THE  PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION FOR THE PROPERTY; (D) EXCEPT  





 






  4593201.3  14  AS EXPRESSLY SET FORTH IN PARAGRAPH 13.1 AND FOR THE DURATION THEREOF, SELLER  IS NOT MAKING AND HAS NOT MADE ANY WARRANTY OR REPRESENTATION WITH RESPECT  TO ALL OR ANY PART OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, ANY MATTERS  CONTAINED IN DOCUMENTS MADE AVAILABLE OR DELIVERED TO BUYER IN CONNECTION  WITH THIS AGREEMENT), AND ANY WARRANTY OR REPRESENTATION MADE IN  PARAGRAPH 13.1 HAS NOT BEEN MADE AS AN INDUCEMENT TO BUYER TO ENTER INTO  THIS ESCROW AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY OTHER  PURPOSE; (E) IN FURTHERANCE OF, AND NOT IN LIMITATION OF, THE FOREGOING, SELLER  HAS AND HEREBY SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OTHER PERSON IS  MAKING, ANY REPRESENTATION, WARRANTY, ASSURANCE , PROMISE, COVENANT,  AGREEMENT OR GUARANTY WHATSOEVER TO BUYER AND NO WARRANTIES,  REPRESENTATIONS, ASSURANCES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES  OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE  MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE PROPERTY (OR ANY  PORTION THEREOF), THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION,  DESIGN, LEASING OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF; (F)  THE FOREGOING DISCLAIMERS OF REPRESENTATIONS, WARRANTIES, ASSURANCES,  PROMISES, COVENANTS, AGREEMENTS AND GUARANTEES INCLUDE, BUT ARE NOT LIMITED  TO, DISCLAIMERS IN CONNECTION WITH, AND/OR WITH RESPECT TO, THE FOLLOWING  MATTERS (ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED BY SELLER, AND ALL  OF WHICH BUYER HEREBY ACKNOWLEDGES IT IS NOT RELYING UPON): (I) ANY IMPLIED OR  EXPRESS WARRANTY OF MERCHANTABILITY OR MARKETABILITY, (II) ANY IMPLIED OR  EXPRESS WARRANTY OF HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (III) ANY  IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF  MATERIALS, (IV) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM  DIMINUTION OF CONSIDERATION, (V) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF  DEFECTS, WHETHER KNOWN OR UNKNOWN, NOW OR HEREAFTER EXISTING, WITH RESPECT  TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY RELATING TO THE PROPERTY, (VI)  THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND, (VII) LEASES OR  OCCUPANCY AGREEMENTS WITH RESPECT TO THE PROPERTY OR THE ABILITY TO LEASE  THE PROPERTY OR ANY PORTION THEREOF, (VIII) THE COMPLIANCE OR LACK THEREOF OF  THE PROPERTY OR ANY PORTION THEREOF (OR THE OPERATION THEREOF) WITH  GOVERNMENTAL OR QUASI-GOVERNMENTAL LAWS, RULES, ORDINANCES OR  REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY ZONING LAWS, ORDINANCES OR  REQUIREMENTS), (IX) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY,  (X) THE CONSTRUCTION OF THE IMPROVEMENTS OR WHETHER THERE EXISTS ANY  CONSTRUCTION DEFECTS THEREIN, (XI) THE WATER, SOIL AND GEOLOGY OF THE  PROPERTY OR RELATING THERETO, (XII) THE INCOME TO BE DERIVED FROM THE  PROPERTY, (XIII) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND  USES WHICH BUYER MAY CONDUCT THEREON, (XIV) THE COMPLIANCE OF OR BY THE  PROPERTY (OR THE OPERATION THEREOF) WITH ANY LAWS, RULES, ORDINANCES OR  REGULATIONS OF ANY OTHER BODY HAVING JURISDICTION THEREOVER, (XV) THE STATUS  OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, (XVI) ANY MATTER  REGARDING TERMITES OR WASTES, AS DEFINED BY THE U.S. ENVIRONMENTAL  PROTECTION AGENCY REGULATIONS AT 40 C.F.R., (XV) ANY MATTERS RELATING TO  HAZARDOUS MATERIALS, HAZARDOUS SUBSTANCES OR ENVIRONMENTAL LAWS, RULES,  REGULATIONS OR REQUIREMENTS, AND (XVI) THE ADEQUACY OF PARKING IN  CONNECTION WITH THE PROPERTY, AND (G) BY REASON OF ALL OF THE FOREGOING,  BUYER SHALL ASSUME THE FULL RISK OF ANY LOSS OR DAMAGE OCCASIONED BY ANY  FACT, CIRCUMSTANCE, CONDITION OR DEFECT PERTAINING TO THE PROPERTY, INCLUDING  WITHOUT LIMITATION THE PRESENCE OF ANY ASBESTOS CONTAINING MATERIAL,  





 






  4593201.3  15  HAZARDOUS, TOXIC OR RADIOACTIVE WASTE, SUBSTANCE OR MATERIALS IN, ON, UNDER  OR ABOUT THE PROPERTY, AND BUYER HEREBY EXPRESSLY AND UNCONDITIONALLY  WAIVES AND RELEASES SELLER AND ALL OF ITS PARENTS, SUBSIDIARIES, AFFILIATES AND  PARTNERSHIPS, OFFICERS, DIRECTORS, PROPERTY MANAGERS, ASSET MANAGERS,  MANAGERS, SHAREHOLDERS, PARTNERS, MEMBERS, REPRESENTATIVES, AGENTS AND  EMPLOYEES, AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS AND EACH OF  THEM (INDIVIDUALLY AND COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND  ALL RIGHTS AND CLAIMS AGAINST SELLER AND/OR THE RELEASED PARTIES WITH RESPECT  TO THE PROPERTY OR MATTERS RELATING TO THE PROPERTY (INCLUDING WITHOUT  LIMITATION (I) THE CONDITION, VALUATION, MARKETABILITY OR UTILITY OF THE  PROPERTY, (II) IN CONNECTION WITH ANY LEASES OR OCCUPANCY AGREEMENTS  RELATING TO THE PROPERTY, (III) ANY RIGHTS OF BUYER UNDER THE STATE OR FEDERAL  COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS  AMENDED FROM TIME TO TIME, ANY OTHER ENVIRONMENTAL OR HAZARDOUS MATERIAL  LAWS OR OTHER SIMILAR LAWS, (IV) IN CONNECTION WITH LATENT, PATENT, ALLEGED OR  ACTUAL DESIGN OR CONSTRUCTION DEFICIENCIES OR DEFECTS (WHETHER RESULTING  FROM ANY ACTS OR OMISSIONS OF SELLER, ANY SELLER PARTY, ANY PRIOR OWNER OF  ALL OR ANY PORTION OF THE PROPERTY, OR ANY OTHER PARTY), AND (VI) ANY OTHER  MATTERS REFERENCED IN THIS PARAGRAPH 13.3).  BUYER ACKNOWLEDGES AND AGREES  THAT THE FOREGOING WAIVER AND RELEASE INCLUDES ALL RIGHTS AND CLAIMS OF  BUYER (AND ANY PERSON OR ENTITY CLAIMING BY, OR THROUGH, BUYER) AGAINST  SELLER AND/OR ANY OTHER RELEASED PARTIES PERTAINING TO THE PROPERTY, WHETHER  HERETOFORE OR NOW EXISTING OR HEREAFTER ARISING, OR WHICH COULD, MIGHT, OR  MAY BE CLAIMED TO EXIST, OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR  UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED, EACH AS  THOUGH FULLY SET FORTH HEREIN AT LENGTH, WHICH IN ANY WAY ARISE OUT OF, OR  ARE CONNECTED WITH, OR RELATE TO, THE PROPERTY.  THIS RELEASE INCLUDES CLAIMS  OF WHICH BUYER IS PRESENTLY UNAWARE OF WHICH BUYER DOES NOT PRESENTLY  SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT BUYER'S  RELEASE TO SELLER AND/OR THE OTHER RELEASED PARTIES.  IN CONNECTION AND TO THE  EXTENT PERMITTED BY LAW, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT  BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO IT  MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS,  DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH ARE  PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER  AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE  BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER  NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLER AND THE  OTHER RELEASED PARTIES FROM ANY SUCH UNKNOWN CAUSES OF ACTION, CLAIMS,  DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. THE  FOREGOING WAIVERS AND RELEASES BY BUYER SHALL SURVIVE (A) THE CLOSING AND  THE RECORDATION OF THE DEED, AND SHALL NOT BE DEEMED MERGED INTO THE DEED  UPON ITS RECORDATION, AND/OR (B) ANY TERMINATION OF THIS AGREEMENT.  





 






  4593201.3  16   BUYER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA  CIVIL CODE, WHICH PROVIDES AS FOLLOWS:  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING  PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF  EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE  MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED  PARTY."    _________________  BUYER'S INITIALS  14. Access.  Provided that Buyer is not in default of its obligations under this Agreement, then  from and after the Opening of Escrow through the earlier of the termination of this Agreement or the Closing  Date, Buyer, its agents, consultants, contractors and subcontractors shall have the right, at reasonable times  upon at least 48 hours prior written notice to Seller, subject to the rights of all tenants and occupants of the  Property, and provided that Buyer has coordinated with Seller so as to afford Seller a reasonable opportunity  to have a representative present at all such times, to enter upon the Property to conduct or make any and all  non-intrusive and non-invasive inspections and Tests as may be necessary or desirable, subject to the  limitations set forth below in this Paragraph 14.  The scope of any analysis which requires physical sampling  or any other invasive or intrusive testing of all or any part of the Property shall be subject to:  (a) the prior  written approval of Seller, which Seller may withhold or condition in its reasonable discretion, (b) Seller's  receipt of written evidence that Buyer has procured the insurance required pursuant to this Paragraph 14, and  (c) the requirement that Buyer dispose of all such test samples in accordance with applicable law and at no  cost or liability to Seller.  Nothing herein shall authorize any subsurface testing or drilling on the Property by  Buyer or its environmental consultant unless specifically approved in writing by Seller, which Seller may  condition or deny in its reasonable discretion.  Buyer shall obtain or cause its consultants to obtain (and  provide evidence to Seller), at Buyer's sole cost and expense, prior to commencement of any investigative  activities on the Property, a policy of commercial general liability insurance covering any and all liability of  Buyer and Seller with respect to or arising out of any investigative activities.  Such policy of insurance shall  be from an insurance company reasonably acceptable to Seller and name Seller as an additional insured and  shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to  cover any claims of damages suffered by persons or property resulting from any acts or omissions of Buyer,  Buyer's employees, agents, contractors, suppliers, consultants or other related parties.  Such policy of  insurance shall have liability limits of not less than Two Million Dollars ($2,000,000.00) combined single  limit per occurrence for bodily injury, personal injury and property damage liability.  Buyer hereby agrees to provide to Seller, upon request of Seller, a true and complete copy of all tests,  reports, studies and the like generated by such vendor in connection with Buyer's inspection of the Property.   Buyer shall keep all documents and information received from Seller and/or its agents and the results of all of  its inspections, studies, investigations, analysis, reports and the like confidential except as required by law and  except for disclosures made to Buyer's agents, consultants and employees. Buyer hereby indemnifies, defends  and holds the Property, Seller and their respective officers, directors, shareholders, members, participants,  affiliates, employers, representatives, invitees, agents and contractors free and harmless from and against any  and all claims, costs, losses, liabilities, damages or expenses arising out of or resulting from such entry by  Buyer, its agents, consultants, contractors and subcontractors or Buyer's breach of its obligations under this  Paragraph 14.  Additionally, Buyer shall immediately, at its sole cost and expense, repair any and all damage  arising out of or resulting from such entry and any acts or omissions by Buyer, its agents, employees,  consultants, contractors and subcontractors, and shall immediately, at its sole cost and expense, restore the  Property to the condition that existed immediately prior to such entry by Buyer, its agents, employees,  consultants, contractors and subcontractors.  Furthermore, Buyer hereby agrees not to contact any tenants or  





 






  4593201.3  17  other occupants of the Property nor any governmental agencies with respect to the Property without Seller's  prior written consent, which Seller shall provide in its reasonable discretion.  Buyer shall keep the Property  free and clear of any mechanics' liens or materialmen's liens related to Buyer's inspection and the other  activities contemplated in this Paragraph 14.  All of Buyer's obligations set forth in this Paragraph 14 shall  survive the Close of Escrow and shall not be merged with the Deed, and shall survive the termination of this  Agreement and Escrow prior to the Close of Escrow, and shall not be limited by any provision of this  Agreement.  15. Default.  15.1 BUYER'S DEFAULT.  IF BUYER FAILS TO COMPLETE THE PURCHASE  OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY DEFAULT OF  BUYER, AFTER SELLER GIVES BUYER FIVE (5) DAYS' NOTICE AND AN OPPORTUNITY TO  CURE AND BUYER FAILS TO CURE ITS DEFAULT WITHIN THE APPLICABLE CURE  PERIOD (WHICH NOTICE AND CURE PROVISION SHALL NOT APPLY IN THE EVENT OF  BUYER'S FAILURE TO DEPOSIT OR DELIVER THE BALANCE OF THE PURCHASE PRICE  PURSUANT TO PARAGRAPH 3.2 OR DOCUMENTS PURSUANT TO PARAGRAPH 9.2),  SELLER'S SOLE REMEDY (EXCEPT AS PROVIDED BELOW) SHALL BE TO TERMINATE  THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AND SELLER  SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER.   BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY  DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER IN THE EVENT  BUYER DEFAULTS HEREUNDER AND FAILS TO COMPLETE THE PURCHASE OF THE  PROPERTY AS HEREIN PROVIDED.  BUYER AND SELLER THEREFORE AGREE THAT A  REASONABLE PRESENT ESTIMATE OF THE NET DETRIMENT THAT SELLER WOULD  SUFFER IN THE EVENT OF BUYER'S DEFAULT OR BREACH HEREUNDER IS AN AMOUNT  OF MONEY EQUAL TO THE DEPOSIT WHICH SHALL BE THE FULL, AGREED AND  LIQUIDATED DAMAGES.  THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH  LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE  MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO  CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL  CODE SECTIONS 1671, 1676 AND 1677.  THE FOREGOING SHALL NOT LIMIT SELLER'S  REMEDIES WITH RESPECT TO BUYER'S OBLIGATIONS (INCLUDING, WITHOUT  LIMITATION, ITS INDEMNIFICATION OBLIGATIONS) UNDER PARAGRAPHS 14 AND 17 OF  THIS AGREEMENT AND THE ATTORNEYS' FEES PROVISION SET FORTH IN PARAGRAPH  18 BELOW.    _____________________ ____________________  SELLER'S INITIALS BUYER'S INITIALS  15.2 SELLER'S DEFAULT.  IF SELLER DEFAULTS UNDER THIS  AGREEMENT AND FAILS TO COMPLETE THE PURCHASE AS PROVIDED HEREIN, AFTER  BUYER GIVES SELLER FIVE (5) DAYS' NOTICE AND AN OPPORTUNITY TO CURE AND  SELLER FAILS TO CURE ITS DEFAULT WITHIN THE APPLICABLE CURE PERIODS, THEN  BUYER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, WHETHER AT LAW  OR IN EQUITY, EITHER (A) TO TERMINATE THIS AGREEMENT AND RECOVER THE FULL  AMOUNT OF ITS DEPOSIT (INCLUDING THE RELEASED PORTION AND ANY INTEREST  ACCRUED UPON THE DEPOSIT) OR (B) IN LIEU OF TERMINATING THE AGREEMENT AND  RECOVERING ITS DEPOSIT, BUYER SHALL BE ENTITLED TO PURSUE SPECIFIC  PERFORMANCE OF THE CONVEYANCE OF THE PROPERTY WITHOUT RIGHT TO ANY  DAMAGES OR OTHER EQUITABLE RELIEF WHATSOEVER, PROVIDED BUYER DEPOSITS  





 






  4593201.3  18  WITH ESCROW HOLDER ON OR BEFORE THE SCHEDULED CLOSING DATE (BUT NOT  PRIOR TO BUYER PREVAILING ON THE SPECIFIC PERFORMANCE ACTION AND ANY  APPLICABLE APPEALS OR APPEAL PERIOD THERETO), THE CASH BALANCE OF THE  PURCHASE PRICE, TOGETHER WITH ALL CLOSING DOCUMENTS REQUIRED  HEREUNDER FROM BUYER, AND PROVIDED BUYER FILES SUCH SPECIFIC  PERFORMANCE ACTION WITHIN SIXTY (60) DAYS FOLLOWING THE SCHEDULED  CLOSING DATE AND DILIGENTLY PROSECUTES SUCH ACTION TO COMPLETION.  THE  FOREGOING SHALL NOT LIMIT BUYER'S REMEDIES WITH RESPECT TO SELLER'S  OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ITS INDEMNIFICATION  OBLIGATIONS) UNDER PARAGRAPH 17 OF THIS AGREEMENT AND THE ATTORNEYS'  FEES PROVISION SET FORTH IN PARAGRAPH 18 BELOW. NOTWITHSTANDING ANYTHING  TO THE CONTRARY CONTAINED HEREIN, EXCEPT WITH RESPECT TO BUYER'S  ELECTION TO PURSUE AN ACTION FOR SPECIFIC PERFORMANCE OF THE CONVEYANCE  OF THE PROPERTY, BUYER SHALL NOT BE ENTITLED TO RECORD A LIEN OR LIS  PENDENS AGAINST THE PROPERTY AND BUYER HEREBY WAIVES ANY SUCH RIGHT.    ____________________ ____________________  SELLER'S INITIALS  BUYER'S INITIALS  16. Notices.  Any notice, demand, consent, approval, request, or other communication or  document to be provided hereunder to a party hereto shall be in writing and shall be given to such party at its  address set forth above or such other address such party may hereafter specify for that purpose by notice to  the other party.  Each such notice, request, or communication shall, for all purposes, be deemed given and  received (a) if given by email, when such email (inclusive of a pdf attachment containing the substantive  content of the notice) is transmitted to the email address specified above during normal business hours (i.e.  8:00 a.m. to 5:00 p.m.) and confirmation of complete receipt is received during normal business hours, (b) if  hand delivered against receipted copy, when the copy thereof is receipted, (c) if given by a recognized  overnight delivery service, the day on which such notice, request, or other communication is actually  received, or (d) or if given by certified mail, return receipt requested, postage prepaid, two (2) days after it is  posted with the United States Postal Service, to the addresses specified in the Basic Provisions.  Notices to  Seller shall be directed to Seller and Seller's Counsel and notices to Buyer shall be directed to Buyer and  Buyer's Counsel.   Notice of change of address shall be given by written notice in the manner detailed in this  Paragraph 16.  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.  17. Brokers.  Upon the Close of Escrow (but not otherwise), Seller shall pay a real estate  brokerage commission to Broker with respect to this transaction in accordance with Seller's separate written  agreement.  Each party hereto agrees to indemnify and hold harmless the other party from and against any and  all losses, liens, claims, judgments, liabilities, costs, expenses or damages (including reasonable attorneys'  fees and court costs) of any kind or character arising out of or resulting from any agreement, arrangement or  understanding (except as set forth above with respect to Broker) alleged to have been made by such party or  on its behalf with any broker or finder in connection with this Agreement or transaction contemplated under  this Agreement.  The foregoing indemnity shall survive the Close of Escrow or the earlier termination of this  Agreement and shall not be limited by any provision of this Agreement.  18. Legal Fees.  If either Buyer or Seller brings any action, arbitration or suit against the other  for any matter relating to or arising out of this Agreement, then the prevailing party in such action or dispute,  whether by final judgment or settlement, shall be entitled to recover from the other party all costs and  





 






  4593201.3  19  expenses of suit, including actual attorneys' fees.  Any judgment or order entered in any final judgment shall  contain a specific provision providing for the recovery of all costs and expenses of suit, including actual  attorneys' fees incurred in enforcing, perfecting and executing such judgment.  For the purposes of this  paragraph, such costs shall include, without limitation, in-house or outside attorneys' fees, costs and expenses  incurred in the following:  (a) postjudgment motions; (b) contempt proceedings; (c) garnishment, levy, and  debtor and third party examination; (d) discovery; and (e) bankruptcy litigation.  19. Assignment.  Buyer may not assign, transfer or convey its rights or obligations under this  Agreement at any time without the prior written consent of Seller, which Seller may withhold in its sole and  absolute discretion; provided, however, Buyer may assign this Agreement to a Buyer Affiliate (as defined  below) without the requirement of obtaining Seller's prior written consent (but nevertheless requiring at least  five (5) business days prior written notice) and satisfy the requirements set forth below.  The term "Buyer  Affiliate" shall mean any entity of which Buyer is the managing member, managing partner or majority  shareholder and owns or controls such entity.  Notwithstanding the foregoing, no assignment by Buyer  (whether to a Buyer Affiliate or otherwise) shall release Buyer from any of its obligations hereunder, and any  assignment by Buyer (even to a Buyer Affiliate) shall require the full assumption by the assignee (on a joint  and several basis) of all of Buyer's obligations hereunder, and the assignment and assumption agreement must  be delivered to Seller at least five (5) business days prior to the Closing.  20. Damage or Destruction, Condemnation, Insurance.  20.1 Condemnation.  If at any time prior to the Closing Date any "material" portion of the  Property is condemned or taken by eminent domain proceedings by any public authority, then at Buyer's  option, to be exercised within ten (10) days after receipt of notice of such taking, this Agreement shall  terminate, and the Deposit (less the Released Portion and Independent Consideration) shall be promptly  returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or  obligation to the other hereunder.  As used in this Paragraph 20.1, the term "material"  shall mean a taking  which materially and adversely affects the value or operations of the Property and adversely affects the value  of the Property by more than ten percent (10%) of the Purchase Price. Seller shall give Buyer written notice of  any taking promptly after Seller obtains knowledge thereof.  If less than a material portion of the Property is  condemned or taken by eminent domain proceedings or if Buyer does not timely notify Seller in writing of its  election to terminate this Agreement, Buyer shall be deemed to have elected not to terminate this Agreement.   If Buyer elects or is deemed to have elected not to terminate this Agreement, the parties shall proceed to the  Closing without a reduction in the Purchase Price and, upon the Closing, all condemnation proceeds paid or  payable to Seller (other than losses pertaining to periods prior to the Closing) shall belong to Buyer and shall  be paid over and assigned to Buyer.  Seller shall have no obligation to make any repairs to the Property in the  event of a condemnation.  20.2 Damage and Destruction.  If at any time prior to the Closing Date a material portion  of the Property is destroyed or damaged as a result of fire or any other casualty whatsoever, then at Buyer's  option, to be exercised within ten (10) days after receipt of notice of such destruction or damage, this  Agreement shall terminate, the Deposit (less the Released Portion and Independent Consideration) shall be  returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or  obligation to the other hereunder.  If Buyer does not timely notify Seller in writing of its election to terminate  this Agreement, Buyer shall be deemed to have elected not to terminate this Agreement.  For purposes hereof,  the term "material" shall be deemed to mean damage which a general contractor (who shall be acceptable to  both parties) estimates will cost in excess of $500,000.00 to repair or which will take longer than sixty (60)  days to repair.  If less than a material portion of the Property is damaged or destroyed or if a material portion  is damaged or destroyed and Buyer elects or is deemed to have elected not to terminate this Agreement, the  parties shall proceed to the Closing without reduction in the Purchase Price and, upon the Closing, all  property insurance proceeds paid or payable to Seller as a result of such casualty shall belong to Buyer and  





 






  4593201.3  20  shall be paid over and assigned to Buyer, and Seller shall pay or credit to Buyer the amount equal to the lesser  of: (i) the estimated cost of repairing the damage or destruction as reasonably determined by said general  contractor and (ii) the deductible which is not paid through property insurance proceeds.  Seller shall have no  obligation to make any repairs to the Property in the event of a damage or destruction.  21. New Leases and Contracts  21.1 New Leases.  Seller hereby agrees that, after the Contingency Date, Seller will not  modify, extend or otherwise change any of the terms, covenants or conditions of the leases or enter into new  leases affecting the Property without the prior written consent of Buyer, which consent shall not be  unreasonably withheld (in the event Buyer has not responded to Seller's written request for consent within  three (3) business days after Seller's delivery to Buyer of all pertinent information concerning such lease,  obligation or agreement, Buyer shall be deemed to have consented thereto).  Seller shall not collect any rent  from any tenant of the Property for the period extending beyond the month of the Closing Date.    21.2 Service Contracts.  Except as otherwise provided herein, after the Contingency  Date, Seller will not extend, renew, modify or replace any of the service contracts without the prior written  consent of Buyer.  If Buyer does not disapprove any request of Seller regarding a service contract within three  (3) business days after Buyer's receipt of such written request, Buyer shall be deemed to have approved such  request.  22. Miscellaneous.  22.1 Not an Offer.  Seller's delivery of unsigned copies of this Agreement is solely for the  purpose of review by the party to whom delivered, and neither the delivery nor any prior communications  between the parties shall in any way imply that Seller is under any obligation to enter the transaction which is  the subject of this Agreement.  The signing of this Agreement by Buyer constitutes an offer which shall not be  deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a duplicate  original or electronic copy to Buyer.  22.2 Computation of Time Periods.  If the date upon which the Contingency Date, the  Closing Date or any other date or time period provided for in this Agreement is or ends on a Saturday, Sunday  or federal or state legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific time of  the next day which is not a Saturday, Sunday or legal holiday.   The term "business day" shall mean any day  other than a Saturday, Sunday or legal holiday.  22.3 Captions; Severability.  Any captions to, or headings of, the paragraphs or  subparagraphs of this Agreement are solely for the convenience of the parties hereto, are not a part of this  Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or  any provision hereof.  In case any one or more of the provisions contained in this Agreement should be  invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining  provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be  reformed and construed and enforced to the maximum extent permitted by applicable law.  22.4 No Obligations to Third Parties.  Except as otherwise expressly provided herein,  the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any  of the parties hereto, to any person or entity other than the parties hereto.  22.5 Exhibits and Schedules.  The exhibits and schedules attached to this Agreement are  incorporated in this Agreement by this reference for all purposes.  





 






  4593201.3  21  22.6 Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto.  22.7 Waiver.  The waiver or failure to enforce any provision of this Agreement shall not  operate as a waiver of any future breach of any such provision or any other provision hereof.  22.8 Applicable Law.  This Agreement shall be governed by and construed in accordance  with the laws of the State of California.  Seller and Buyer hereby irrevocably submit to the jurisdiction of any  state or federal court sitting in the State in any action or proceeding arising out of or relating to this  Agreement and hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard  and determined in a state or federal court sitting in the State.  Buyer and Seller agree that the provisions of  this Paragraph 22.8 shall survive the Closing.  22.9 Fees and Other Expenses.  Except as otherwise provided herein, each of the parties  hereto shall pay its own fees and expenses in connection with this Agreement.  22.10 Entire Agreement.  This Agreement (including all Exhibits attached hereto)  supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire  agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof.   No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee,  officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed  by the party to be bound thereby.  22.11 Successors and Assigns.  Subject to the restrictions set forth in Paragraph 19  hereof, this Agreement shall be binding upon and shall inure to the benefit of the permitted successors and  assigns of the parties hereto.  22.12 Construction.  The parties acknowledge and agree that (A) each party hereto is of  equal bargaining strength, (B) each such party has actively participated in the drafting, preparation and  negotiation of this Agreement, (C) each such party has consulted with such party's own, independent counsel,  and such other professional advisors as such party has deemed appropriate, relating to any and all matters  contemplated under this Agreement, (D) each such party and such party's counsel and advisors have reviewed  this Agreement, (E) each such party has agreed to enter into this Agreement following such review and the  rendering of such advice, (F) any rule of construction to the effect that ambiguities are to be resolved against  the drafting parties shall not apply in the interpretation of this Agreement, or any portions hereof, or any  amendments hereto, and (G) except as expressly stated to survive the Closing in this Agreement, all terms and  provisions of this Agreement shall not survive the Closing and shall be deemed merged with the Deed at  Closing.  22.13 Limitation of Liability.  Buyer acknowledges and agrees that neither the trustees,  shareholders, members, affiliates, officers, directors, investment managers, employees, partners, agents  nor  advisors of Seller, assume any personal liability for obligations entered into by or on behalf of Seller.   Notwithstanding any other provision of this Agreement to the contrary (or any rights that Buyer may have at  law or in equity), (a) in no event shall Seller have any liability for lost profits, speculative, special,  consequential or punitive damages, (b) in no event will Seller's liability under or otherwise in connection with  this Agreement, any documents executed in connection herewith and/or otherwise in connection with the  Property exceed the sum of Five Hundred Thousand Dollars ($500,000.00), and (c) Buyer shall have no right  to assert any claim against Seller, and Seller shall have no liability to Buyer whatsoever, unless the valid  claims for all breaches of Seller collectively aggregate more than Twenty Five Thousand Dollars  ($25,000.00).  Notwithstanding anything to the contrary contained in this Agreement, Buyer hereby agrees  that any action or claim asserted by Buyer against Seller or any of the Released Parties must be filed (if at all)  





 






  4593201.3  22  and properly served to Seller within one (1) year following the Closing in a court of competent jurisdiction,  and Buyer hereby waives any right to bring any such claim or action thereafter.  Buyer's remedies prior to  Closing shall be limited as set forth in Paragraph 15.2. Any and all liability beyond that which may be  asserted under this Paragraph 22.13 is expressly waived and released by Buyer and by all persons claiming  by, through or under Buyer.  The provisions of this Paragraph 22.13 shall survive the Closing.  22.14 Time of the Essence.  All times provided for in this Agreement for the performance  of any act will be strictly construed, time being of the essence.  22.15 Recording.  The parties agree that this Agreement shall not be recorded.  If Buyer  causes this Agreement or any notice or memorandum thereof to be recorded, this Agreement shall be null and  void at the option of Seller.  22.16 Confidentiality.  Until the Close of Escrow, Buyer will keep confidential the  Purchase Price, the other terms of this Agreement, the Materials and all other information concerning the  Property (as disclosed, discovered or determined in connection with this transaction); provided, however,  Buyer may disclose such information to (a) those employed by Buyer (subject to their agreement to abide by  the terms of this paragraph); (b) those who are actively and directly participating in the evaluation of the  Property and the negotiation and execution of this Agreement or financing of the purchase of the Property  (subject to their agreement to abide by the terms of this paragraph); (c)  third parties as required under  applicable law; and (d) Buyer's potential financial partners and lenders (subject to their agreement to abide by  the terms of this paragraph).  22.17 Natural Hazard Disclosure.  Natural Hazard Disclosure.  As of the Closing, to the  extent permitted by law, Buyer shall be deemed to have knowingly, voluntarily and intentionally waived the  right to the disclosu Natural Hazards Disclosures ment Code  Section 8589.3 (a special flood area); (b) California Government Code Section 8589.4 (dam failure  inundation area); (c) California Government Code Section 51183.5 (earthquake fault zone); (d) California  Public Resources Code Section 2621.9 (seismic hazard zone); (e) California Public Resources Code Section  4136 (wildland fire area); and (f) California Public Resources Code Section 2694 (high fire severity area).   Buyer acknowledges and represents that it has extensive experience acquiring and conducting due diligence  for commercial properties.  This waiver by Buyer includes, to the extent permitted by law, any remedies  Buyer may have for Seller's nondisclosure of the Natural Hazards Disclosures.  In no way limiting the foregoing waiver by Buyer, Buyer acknowledges that Seller shall employ the  services of the Escrow Agent or another third party selected by Seller (as applicable, th Natural Hazard  Expert  to examine the maps and other information specifically made available to the public by government  agencies for the purposes of enabling Seller to fulfill Seller's disclosure obligations, if any, and to report the  result of the Natural Hazard Expe ination ( Natural Hazards Report Buyer and Seller in  writing.  Seller has not verified, and Seller is not obligated to verify, the information contained in the Natural  Hazards Report.  The Natural Hazards Report fully and completely discharges Seller from Seller's disclosure  obligations referred to herein, if and to the extent any such obligations exist, and, for the purpose of this  Agreement, the provisions of Section 1103.4 of the California Civil Code regarding non-liability of Seller for  errors or omissions not within Seller's personal knowledge shall be deemed to apply and the Natural Hazard  Expert shall be deemed to be an expert, dealing with matters within the scope of the Natural Hazard Expert's  expertise with respect to the examination and written report regarding the natural hazards referred to above.   Seller makes no representation or warranty as to the truth or accuracy of any information contained in the  Natural Hazards Report.  ANY NATURAL HAZARDS DISCLOSED BY THE NATURAL HAZARDS  REPORT MAY LIMIT THE BUYER'S ABILITY TO REDEVELOP OR UTILIZE THE PROPERTY, TO  OBTAIN INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER.  THE MAPS ON  WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST.   





 






  4593201.3  23  THEY ARE NOT DEFINITIVE INDICATORS OF WHETHER OR NOT THE PROPERTY WILL BE  AFFECTED BY A NATURAL DISASTER.  BUYER MAY WISH TO OBTAIN PROFESSIONAL  ADVICE REGARDING THESE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE  PROPERTY.  22.18 Section 1101.5 Disclosure. Seller hereby discloses to Buyer that Section 1101.5 of  the California Civil Code requires that all noncompliant plumbing fixtures in any commercial real property  shall be replaced with water-conserving plumbing fixtures. Pursuant to Section 1101.5(e) of the California  Civil Code, Seller hereby discloses to Buyer that the Property may include noncompliant plumbing fixtures.  22.19  Counterparts; Electronic Signatures.  This Agreement may be executed in  multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute  but one and the same instrument.  Electronic signatures, including signature delivered in a PDF, jpeg, or other  electronic document, shall be deemed binding as originals.  22.20 Exclusivity. Provided that Buyer is not in default of its obligations under this  Agreement, Buyer will have an exclusive right to conduct its Tests of the Property (as described in  Paragraph 7.2 above), until the earlier of (i) the Contingency Date and (ii) such date, if any, that Buyer  notifies in writing to Seller and Escrow Holder of its disapproval of the Tests and the termination of this  Agreement. Prior to said time, Seller shall not initiate or complete due diligence or enter into discussions or a  contract with any other potential buyer during Buyer's due diligence period.    [Signature Page Follows]  





 






  4593201.3  24  IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the day and year first  written above.    BUYER:    GD Realty Group Inc.,  a California corporation        By:        Name:        Position:       By:        Name:       Position:           SELLER:    3032 Wilshire Investors LLC,  a Colorado limited liability company     By:        Name:       Position:         By:        Name:       Position:          





 






  4593201.3  25  ACCEPTANCE BY ESCROW HOLDER  ________________________ acknowledges that it has received a fully executed original or  original executed counterparts of the foregoing Agreement of Purchase and Sale and Joint Escrow  Instructions (the "Agreement") and agrees to act as Escrow Holder under the Agreement and to be bound by  and strictly perform the terms thereof as such terms apply to Escrow Holder.  Dated:  __________, _________           By:         Name:        Position:       





 






  4593201.3   EXHIBIT A  LEGAL DESCRIPTION      [ATTACHED] 





 






  4532580v7   EXHIBIT A  LEGAL DESCRIPTION            





 






  4593201.3   EXHIBIT B  GRANT DEED  WHEN RECORDED MAIL TO:                              MAIL TAX STATEMENTS TO:                              (Space above this line is for recorder's use)  GRANT DEED    THE UNDERSIGNED GRANTOR DECLARES:    DOCUMENTARY TRANSFER TAX is $___________. CITY TAX $___________.    Computed on full value of property conveyed, or  Computed on full value less value of liens or  encumbrances remaining at time of sale,  Unincorporated area:   City of _______________, and  FOR VALUE RECEIVED, ______________________________ ("Grantor"), hereby grants to  __________________________________("Grantee"), that certain real property (the "Property") situated in  the City of _______________, County of _____________, State of California, described in Exhibit A  attached hereto and incorporated by reference.  THE PROPERTY IS CONVEYED TO GRANTEE SUBJECT TO:  A. All liens, encumbrances, easements, covenants, conditions and restrictions, whether on- or  off-record;  B. Any other matters of record and other matters of which Grantee has knowledge or notice;  C. All matters which would be revealed or disclosed in an accurate survey or inspection of the  Property;   D. Liens for taxes on real property not yet delinquent, and liens for any general or special  assessments of record against the Property not yet delinquent; and  E. All laws, ordinances and governmental rules, regulations and restrictions affecting the  Property.  





 






  4593201.3   IN WITNESS WHEREOF, the undersigned Grantor has executed this Grant Deed as of  _____________, ___________.          By:         Its:         





 






  4593201.3   EXHIBIT "A" TO GRANT DEED  LEGAL DESCRIPTION OF PROPERTY    [TO BE INSERTED]  





 






  4593201.3     ACKNOWLEDGMENT  A notary public or other officer completing this certificate verifies only the identity of the individual who  signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of  that document.  State of California )   County of _____________________ )     On ____________________, before me, ____________________________, a Notary Public, personally  appeared _______________________________, who proved to me on the basis of satisfactory evidence  to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that  he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their  signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,  executed the instrument.  I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing  paragraph is true and correct.  WITNESS my hand and official seal.  Signature          





 






  4593201.3     EXHIBIT C  TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS  To inform ______________________, a _________________ ("Transferee"), that Section  1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold  tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a  disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor  of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required  upon the disposition of a U.S. real property interest, the undersigned hereby certifies the following on behalf  of the transferor/seller:    1. Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign  estate or foreign person (as those terms are defined in the Code and the Income Tax Regulations promulgated  thereunder); and    2. Transferor is not a disregarded entity as defined in §1.1445-2(b)(2)(iii); and    3. Transferor's U.S. employer or tax (social security) identification number is  ______________; and    4. The office address of Transferor is: ____________________________.      Transferor understands that this Certification may be disclosed to the   Internal Revenue Service by Transferee and that any false statement contained herein could be punished by  fine, imprisonment, or both.      Under penalty of perjury I declare that I have examined this Certification and to the best of  my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this  document on behalf of Transferor.        Dated:  ______________, 20__              TRANSFEROR:     _____________________________,  a _____________________          By: ________________________        Name: _____________________        Its: ________________________      





 






  4593201.3   EXHIBIT D  ASSIGNMENT AND ASSUMPTION OF LEASES  THIS ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment") is made this _____  day of __________, _________, by and between ______________________, a  ________________("Assignor"), and __________________________________, a  ______________________ ("Assignee").   Recitals  Assignor and Assignee entered into that certain Agreement of Purchase and Sale and Joint  Escrow Instructions, dated as of ___________, _______ (the "Agreement"), respecting the sale of certain  "Property" (as defined in the Agreement).  Unless otherwise indicated herein, all capitalized terms in this  Assignment shall have the meaning ascribed to them in the Agreement.  Assignor, as Lessor, and those certain tenants of the Property (collectively, the "Tenants")  have entered into leases for space at the Property (collectively, the "Leases") covering certain premises  located on the Property.  Under the Agreement, Assignor is obligated to assign to Assignee any and all of its right, title  and interest in and to all Leases and Tenants' deposits held by Assignor under the Leases (collectively,  "Tenant Deposits").  Agreement  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which are acknowledged, the parties agree as follows.  Assignor assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor's estate,  right, title and interest in and to the Leases and Tenant Deposits and Assignee accepts such assignment;  provided, however, that such assignment, sale and transfer shall not include any rights or claims arising prior  to the date hereof which Assignor may have against any party under the Leases.  Assignee accepts said assignment, sale and transfer and assumes the performance of all of the  terms, covenants and conditions imposed upon the landlord under the Leases and with respect to the Tenant  Deposits.  In the event of the bringing of any action or suit by a party hereto against another party  hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part  of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to  have and recover of and from the other party all costs and expenses of the action or suit, including actual  attorneys' fees and costs.  





 






  4593201.3   This Assignment may be executed simultaneously in counterparts, each of which shall be  deemed an original, but all of which, together, shall constitute one and the same instrument.  This Assignment shall be binding upon and inure to the benefit of the successors, assignees,  personal representatives, heirs and legatees of all the respective parties hereto.  This Assignment shall be governed by, interpreted under, and construed and enforceable in  accordance with, the laws of the State of ___________.  IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the  day and year first written above.    ASSIGNEE:  __________________________________,  a ____________________________  By:       Name:       Position:      By:       Name:       Position:         ASSIGNOR:  __________________________________,   a _________________  By:       Name:       Position:      By:       Name:       Position:              





 






  4593201.3   EXHIBIT E  GENERAL ASSIGNMENT AND BILL OF SALE  THIS GENERAL ASSIGNMENT AND BILL OF SALE ("Assignment") is made this _____  day of __________, _________, by and between ______________________, a ______________  ("Assignor"), and __________________, a ______________________ ("Assignee").  Recitals  Assignor and Assignee entered into that certain Agreement of Purchase and Sale and Joint  Escrow Instructions dated as of __________, ________ (the "Agreement"), respecting the sale of certain  "Property" (as described and defined in the Agreement).  Unless otherwise indicated herein, all capitalized  terms in this Assignment shall have the meaning ascribed to them in the Agreement.    Under the Agreement, Assignor is obligated to assign (to the extent assignable) any and all of  its right, title and interest (if any) and delegate any and all of its obligations and responsibilities in each of the  following to Assignee, but only to the extent solely pertaining to the Property and only to the extent  assignable:  (a) any and all service contracts, warranties, guarantees, management contracts  and bonds, together with all supplements, amendments and modifications thereto, solely relating to the  Property ("Contract(s)");  (b) development rights and other intangible rights, titles, interests, privileges and  appurtenances owned by Assignor and housed in connection with the Property and its operation (collectively  "License(s)"); and  (c) all fixtures, fittings, furniture, furnishings, appliances, apparatus, equipment,  machinery, building materials, and other items of tangible personal property owned by Assignor and affixed  or attached to the Property (all of such properties and assets being collectively called the "Assigned  Properties").  Agreement  NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which are acknowledged, the parties agree as follows:  Assignor assigns, sells, transfers, sets over and delivers unto Assignee (to the extent  assignable) all of Assignor's estate, right, title and interest (if any) in and to the Contracts, Licenses and  Assigned Properties; provided, however, that such assignment, sale and transfer shall not include any rights or  claims arising prior to the date hereof which Assignor may have against any party with respect to the  Contracts, Licenses and Assigned Properties.    Assignee accepts such assignment and assumes the performance of all of the terms, covenants  and conditions imposed upon Assignor with respect to the Contracts, Licenses and Assigned Properties.  In the event of the bringing of any action or suit by a party hereto against another party  hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part  of the other party arising out of this Assignment, then in that event the prevailing party shall be entitled to  





 






  4593201.3   have and recover of and from the other party all costs and expenses of the action or suit, including reasonable  attorneys' fees.  This Assignment shall be binding upon and inure to the benefit of the successors, assignees,  personal representatives, heirs and legatees of all the respective parties hereto.  This Assignment shall be governed by, interpreted under, and construed and enforceable in  accordance with, the laws of the State of California.  This Assignment may be executed in counterparts, each of which shall be deemed an original,  but all of which, together, shall constitute one and the same instrument.  IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this  Assignment as of the day and year first above written.      ASSIGNEE:          a        By:        Name:        Position:       By:        Name:        Position:           ASSIGNOR:       ,   a __________________  By:       Name:       Position:      By:       Name:       Position:          





 






  4593201.3   EXHIBIT F  FORM OF TENANT ESTOPPEL CERTIFICATE  The undersigned, the tenant ("Tenant") under a certain lease agreement dated __________________    between _____________ ("Landlord") and Tenant ("Lease"), certifies as follows:  1. The Lease is presently in full force and affect and unmodified except as set forth on Exhibit A  attached hereto.  The Lease constitutes the only agreement between the Landlord and Tenant with respect to  the premises.  2. The lease term has commenced on _______  [[and full rental is now accruing thereunder]]  OR [[rental will commence on _____]].  The Lease term shall end on ____________, 20__.  The Tenant has  the following options to extend the term:         .  3. Tenant has accepted possession of the leased premises under the Lease and [[is paying]] OR  [[will pay upon commencement of rental]] $___________ per month as base rental under the Lease.  Tenant  has not assigned, transferred, or hypothecated its interest under the Lease.  4. No rent under said lease has been paid more than thirty (30) days in advance of its due date.   5. To Tenant's knowledge, as of the date hereof, Tenant has no claim, charge, defense or offset  under the Lease against rents or other charges due or to become due thereunder.  As of the date hereof, Tenant  has not asserted any such offset or credit.  To Tenant's knowledge, there are no defaults under the Lease.  6. Tenant has not made any payment to Landlord as a security deposit or rental deposit except  any payment expressly provided for in the Lease as follows: $____________.  Tenant makes this Certificate with the understanding that Landlord is contemplating selling the  property which includes the premises, and Landlord and the potential buyer of the property which includes the  premises are each entitled to rely on this Certificate.  Dated: ___________, ____    [TENANT]  By:    Name:    Title:    





 






 





 






 





 






 





 






4709040.1  1    SECOND AMENDMENT TO   AGREEMENT OF PURCHASE AND SALE  AND JOINT ESCROW INSTRUCTIONS  (3032 Wilshire Boulevard, Santa Monica, California)       THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND  JOINT ESCROW INSTRUCTIONS (this “Second Amendment”), dated as of August 9, 2022  (“Effective Date”), is entered into by and between GD Realty Group, Inc., a California  corporation, and/or its permitted assign (“Buyer”), and 3032 Wilshire Investors LLC, a  Colorado limited liability company (“Seller”).    Recitals   A. Buyer and Seller are parties to that certain Agreement of Purchase and Sale and  Joint Escrow Instructions, dated as of June 30, 2022 (the “Original Purchase Agreement”), as  amended by that certain First Amendment to Agreement of Purchase and Sale and Joint Escrow  Instructions, dated as of July 18, 2022 (the "First Amendment", and together with the Original  Purchase Agreement, the "Purchase Agreement"), pursuant to which Seller agreed to sell to  Buyer, and Buyer agreed to purchase from Seller, that certain real property located at 3032  Wilshire Boulevard, Santa Monica, California 90403, as more particularly described in the  Purchase Agreement (the “Property”). Capitalized terms not otherwise defined herein shall have  the meaning ascribed to them in the Purchase Agreement.     B. Pursuant to Item X. of the Basic Provisions set forth in the Original Purchase  Agreement, the Contingency Date deadline was 5:00 p.m. Pacific Time on July 27, 2022. The  Contingency Date was later extended to 5:00 p.m. Pacific time on August 9, 2022 pursuant to  Section 2 of the First Amendment.     C. Prior to Buyer's Contingency Date deadline, the parties now request that the  Contingency Date be further extended, by one (1) day, in order to give both parties additional time  to finalize Buyer's due diligence period.      D. Buyer and Seller therefore desire to amend certain terms of the Purchase Agreement  to reflect the foregoing as set forth herein.     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which is hereby acknowledged, Buyer and Seller agree as follows:  1. Reaffirmation.  Except as hereby modified and amended, all other terms,  provisions, covenants and conditions of the Purchase Agreement are hereby ratified and reaffirmed  and shall remain in full force and effect.  In the event that there is a conflict between any terms of  this Second Amendment and any of the terms set forth in the Purchase Agreement, the terms of  this Second Amendment shall control.   2. Contingency Date.  The parties have mutually agreed to extend the Contingency  Date as described in the Purchase Agreement.  Item X. of the Basic Provisions of the Purchase  DocuSign Envelope ID: E4924F8C-D2D5-4260-971F-F629C25DF82D 





 






4709040.1  2    Agreement, and all further references thereto, is hereby replaced and amended as follows:      X. Contingency Date: 5:00 p.m. Pacific time on August 10, 2022 (the      “Contingency Date”).  3. No Further Changes.  Except as expressly amended herein, all terms of the  Purchase Agreement shall remain unchanged and in full force and effect.  4. Counterparts.  This Second Amendment may be executed in one or more  counterparts, each of which shall be deemed an original, but all of which together shall constitute  but one and the same instrument and may be delivered by way of email.    [SIGNATURES ON FOLLOWING PAGE]                                                                    DocuSign Envelope ID: E4924F8C-D2D5-4260-971F-F629C25DF82D 





 






DocuSign Envelope ID: E4924F8C-D2D5-4260-971F-F629C25DF82D 





 






  4734141.8  1  THIRD AMENDMENT TO   AGREEMENT OF PURCHASE AND SALE  AND JOINT ESCROW INSTRUCTIONS  (3032 Wilshire Boulevard, Santa Monica, California)       THIS THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND  JOINT ESCROW INSTRUCTIONS (this "Third Amendment"), dated as of September 30, 2022  ("Effective Date"), is entered into by and between 3032 Wilshire Properties GD LLC, a  California limited liability company, as assignee under the Assignment (defined in Recital A  below) ("Buyer"), and 3032 Wilshire Investors LLC, a Colorado limited liability company  ("Seller").    Recitals   A. GD Realty Group, Inc., a California corporation ("Original Buyer") and Seller are  parties to that certain Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of  June 30, 2022 (the "Original Purchase Agreement"), as amended by that certain First Amendment  to Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of July 18, 2022 (the  "First Amendment"), and as further amended by that certain Second Amendment to Agreement  of Purchase and Sale and Joint Escrow Instructions, dated as of August 9, 2022 (the "Second  Amendment", and together with the Original Purchase Agreement and First Amendment, the  "Purchase Agreement"), pursuant to which Seller agreed to sell to Original Buyer, and Original  Buyer agreed to purchase from Seller, that certain real property located at 3032 Wilshire  Boulevard, Santa Monica, California 90403, as more particularly described in the Purchase  Agreement (the "Property").  Pursuant to that certain Assignment and Assumption of Real Estate  Purchase Agreement and Escrow Instructions, dated September 14, 2022 (the "Assignment"),  Original Buyer assigned all of its right, title and interest under the Purchase Agreement to Buyer,  subject to the terms, covenants and conditions of the Purchase Agreement.  Capitalized terms not  otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement.     B. Pursuant to Item X. of the Basic Provisions set forth in the Original Purchase  Agreement, the Contingency Date deadline was originally 5:00 p.m. Pacific Time on July 27, 2022.  The Contingency Date was later extended to 5:00 p.m. Pacific time on August 9, 2022 pursuant to  Section 2 of the First Amendment. Subsequently, the Contingency Date was further extended to  5:00 p.m. Pacific time on August 10, 2022 pursuant to Section 2 of the Second Amendment.     C. On August 10, 2022, Original Buyer provided written notice to Seller regarding  Original Buyer's approval of (i) Seller's Title Notice as defined in Paragraph 7.1 of the Purchase  Agreement, (ii) the Tests as defined in Paragraph 7.2 of the Purchase Agreement, and (iii) the  Materials as defined in paragraph 7.3 of the Purchase Agreement.     D. Pursuant to Item XI. of the Basic Provisions set forth in the Original Purchase  Agreement, the Closing Date shall be sixty (60) days following the Contingency Date. Because  the Contingency Date was extended to August 10, 2022 per the Second Amendment, the Closing  Date is scheduled to be on Monday, October 10, 2022 (which is the next business day after Sunday,  October 9, 2022, the date that is 60 days following the August 10, 2022 Contingency Date).  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  2     E. The last paragraph of Paragraph 13.1 of the Purchase Agreement provides, in part,  that "if, prior to the Closing Date, Buyer or Seller should learn, discover or become aware of any  existing or new item, fact or circumstance which renders a representation or warranty of Seller set  forth herein incorrect or untrue in any material respect (collectively, the "Representation Matter"),  then the party who has learned, discovered or become aware of such Representation Matter shall  promptly give written notice thereof to the other party and Seller's representations and warranties  shall be automatically limited to account for the Representation Matter." In accordance with the  foregoing, on or about September 9, 2022, Seller provided written notice to Original Buyer that  one of the elevators (as depicted in Exhibit A attached hereto and made a part hereof, the "Rear  Elevator"), which services the parking lot entrance to the 2nd floor retail space at the Property, is  damaged and has been out of order (the "Elevator Damage") and that Seller has been working  diligently to get the issue resolved as quickly as possible.       F. Buyer now desires to try and close the acquisition of the Property prior to the  scheduled Closing Date and Seller is willing to accommodate same so long as the repair of the  Rear Elevator can be completed post-closing through certain Seller funds to be held in an escrow  holdback following Closing.  Buyer and Seller therefore desire to amend certain terms of the  Purchase Agreement to reflect the foregoing and the contemplated resolution of the Rear Elevator  issue as set forth herein.     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of  which is hereby acknowledged, Buyer and Seller agree as follows:  1. Reaffirmation.  Except as hereby modified and amended, all other terms,  provisions, covenants and conditions of the Purchase Agreement are hereby ratified and reaffirmed  and shall remain in full force and effect.  Original Buyer, as a signatory to this Third Amendment,  acknowledges and agrees that pursuant to and in accordance with Paragraph 19 (Assignment) of  the Purchase Agreement, and notwithstanding Original Buyer's assignment of all of its right, title  and interest under the Purchase Agreement to Buyer, Original Buyer has not been released from  any of its obligations under the Purchase Agreement and both Original Buyer and Buyer shall  remain jointly and severally liable for all of Buyer's obligations under the Purchase Agreement.   In the event that there is a conflict between any terms of this Third Amendment and any of the  terms set forth in the Purchase Agreement, the terms of this Third Amendment shall control.   2. Seller's Disclosure of Representation Matter. Buyer hereby acknowledges that it  previously received Seller's sufficient written notice regarding the Elevator Damage in accordance  with Paragraph 13.1 of the Purchase Agreement.  3. Service Contract and Escrow Holdback.  Prior to the Closing Date, Seller shall enter  into a service contract ("Service Contract") with Schindler Elevator Corporation or its affiliate  ("Vendor") for the repair of the Elevator Damage and Seller shall holdback such sums in  connection with the Elevator Damage repair work as are provided herein below.  The Service  Contract shall be substantially similar to the "Upgrade Order Agreement" provided by Vendor in  the form attached hereto as Exhibit B, which represents Vendor's price estimate for repair of the  Elevator Damage.  With reference to Paragraph 21.2 (Service Contracts) of the Purchase  Agreement, Buyer hereby provides its prior written consent for Seller to enter into said Service  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  3  Contract and Buyer acknowledges and agrees that at Closing, the Service Contract shall not be  assigned from Seller to Buyer and shall not be included in the General Assignment (as defined in  Paragraph 9.1.4 of the Purchase Agreement, which shall be entered into between Seller and Buyer  and delivered to the Escrow Holder prior to the Closing Date). Notwithstanding anything to the  contrary in the Purchase Agreement, Seller and Buyer hereby authorize Escrow Holder at Closing  to retain from Seller's net proceeds of the Purchase Price, an amount equal to One Hundred  Thousand Dollars ($100,000) to complete the repair of the Elevator Damage ("Holdback Funds")  and to transfer the Holdback Funds into a segregated holdback escrow account (Escrow No.  22000110896A) (the "Escrow Holdback") and Seller and Buyer agree to enter into such escrow  agreement (the "Escrow Holdback Agreement") substantially in accordance with the form  attached hereto as Exhibit C.  The Holdback Funds shall be held by Escrow Holder pursuant to  the Escrow Holdback Agreement for the Repair Period (as defined in Section 6 below) (subject to  the periodic release to Seller, as provided in Section 5 below); provided, however, that if there is  a pending Disbursement Notice (as defined in Section 5 below) (i.e., Seller has delivered the  Disbursement Notice but the relevant funds from the Escrow Holdback have not been disbursed  to Seller or an objection is pending with respect to the same) at the expiration of the Repair Period,  Escrow Holder shall continue to hold the amount claimed by Seller until resolution of such claim.   Upon Closing and the full execution of the Escrow Holdback Agreement, Escrow Holder will  remit to itself from the Escrow Holdback a one-time, non-refundable $1,000.00 fee ("Escrow  Fee") for the Escrow Holdback, provided that Buyer shall be responsible for the Escrow Fee if  Buyer is in default hereunder or under the terms of the Escrow Holdback Agreement. The Escrow  Fee shall be deemed earned upon Closing and the full execution of the Escrow Holdback  Agreement.  4. Buyer's Agreements regarding Escrow Holdback. Buyer hereby acknowledges that  (i) the holdback of the Holdback Funds in accordance herewith shall supersede any obligation on  the part of Seller (if any) to assign all or a portion of any insurance claim or insurance proceeds  with respect to the Elevator Damage, and Seller shall retain all rights to pursue any claim and to  receive any insurance proceeds therefrom following the Closing Date, (ii) intentionally omitted,  (iii) Buyer shall waive and relinquish any rights to receive or use any such insurance proceeds of  Seller, and Buyer shall reasonably cooperate, upon request, with Seller in connection with Seller's  pursuit of any rights to any insurance proceeds (but at no material out-of-pocket cost to Buyer),  (iv) any rebate or discount agreed to be provided by the Vendor in connection with the Service  Contract charges shall be payable directly by Vendor to Seller or deducted from Vendor's charges,  (v) upon the deposit of the Holdback Funds in the Escrow Holdback, Buyer will not be entitled to  a credit, re-proration or purchase price adjustment due to or in connection with the Elevator  Damage and/or repair costs related to the Elevator Damage (the "Repair Costs"), provided that  Seller agrees that if the actual Repair Costs (and the Escrow Fee) are higher than the Holdback  Funds, then Seller shall be financially responsible for funding same except to the extent that such  increased Repair Costs arise out of the failure of Buyer to perform its obligations pursuant to this  Third Amendment (collectively, "Repair Costs Overrun Obligation"), (vi) in no event shall Buyer  have the right to terminate the Purchase Agreement in accordance with Paragraph 7.7 or any other  provision therein as a result of the Elevator Damage, (vii) during the Repair Period, Buyer shall  grant Seller and Vendor access to the Rear Elevator (and any other areas of the Property that  Vendor will need to access in order to repair the Rear Elevator) during normal business hours and  Seller shall be permitted to have one or more representatives present at the Property to observe  Vendor's repair and inspections of the Rear Elevator, provided that Seller or Vendor shall give  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  4  Buyer at least one (1) Business Day advance written notice regarding any scheduled dates and  times in which Vendor desires to have one or more employees at the Property to repair and service  the Rear Elevator, (viii) Seller shall periodically update Buyer as to the progress of Vendor's repair  of the Rear Elevator, (ix) during the Repair Period, Buyer shall use commercially reasonable  efforts to ensure the safety and security of the Rear Elevator such that it remains out of service and  closed off to public use and that any parts or materials relating to the repair of the Rear Elevator  remain covered and secured from any weather elements, threat of theft and any other common  risks that would pose any threat of harm or damage to persons or property, (x) Buyer shall use  commercially reasonable efforts to follow any written instructions or recommendations received  from Vendor to secure the Rear Elevator and the area surrounding it and to assist with Vendor's  repair of the Rear Elevator and Seller's coordination of same, and (xi) certain property and liability  insurance relating to the Property is required under Section 9 of the Service Contract and because  Seller will no longer be in control of the Property after Closing, Buyer hereby covenants that from  Closing and until the end of the Repair Period, Buyer shall maintain such required insurance and  shall add Seller and maintain Seller as an additional insured under each insurance policy required  in order to comply with the Service Contract's insurance requirements.  Buyer hereby indemnifies  and holds Seller and Seller's officers, directors, shareholders, members, participants, affiliates,  employees, representatives, and agents (collectively, "Seller Parties") harmless from and against  any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments,  losses, costs and expenses (including but not limited to reasonable attorneys' fees and expenses)  asserted against or incurred by Seller or Seller Parties arising out of the failure of Buyer to perform  its obligations pursuant to this Section 4, except to the extent of Seller or Seller Parties' own  negligence or willful misconduct. The foregoing indemnity shall survive the Repair Period and  shall not be limited by any provision of the Purchase Agreement.  5. Disbursement of Holdback Funds. The Holdback Funds shall be used to reimburse  Seller for documented Repair Costs relating to the Service Contract incurred by Seller prior to and  following the Closing Date ("Repair Costs") in accordance with the Service Contract.  To receive  some or all of the Holdback Funds, Seller may make written requests (a "Disbursement Notice")  for disbursement to Escrow Holder (with a copy to Buyer), which Disbursement Notice shall  specify the amount of Repair Costs for which Seller is seeking reimbursement, accompanied by  written invoices (or other reasonably acceptable documentation) evidencing prior payment by  Seller of outstanding amounts due to Vendor.  If Buyer reasonably objects to a Disbursement  Notice (or the Repair Costs described therein), Buyer shall provide Seller and Escrow Holder  written notice of such objection (including reasonable details for the basis of such objection) on or  prior to the date which is five (5) business days following Seller's delivery of such Disbursement  Notice, and if Buyer timely provides such written objection, Escrow Holder shall hold such  Holdback Funds requested by such Disbursement Notice until (i) Seller and Buyer issue a joint  direction to Escrow Holder directing Escrow Holder to pay the amount set forth in the  Disbursement Notice to Seller (or portion thereof), or (ii) Escrow Holder receives a final order of  a court of competent jurisdiction in Los Angeles County directing Escrow Holder to pay the  amount set forth in the Disbursement Notice to the applicable party(ies).  If Seller submits a  Disbursement Notice and Buyer fails to timely object or Buyer provides to Escrow Holder written  consent to the disbursement, Escrow Holder shall then immediately disburse the amount set forth  in such Disbursement Notice to Seller or directly to the Vendor (as requested by Seller), without  requiring further review, approval or instructions from Buyer or Seller.    DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  5  6. Completion of Repair. No later than two (2) Business Days after Escrow Holder is  notified in writing by Seller (with a copy to Buyer) regarding Vendor's completion and final  inspection of the Elevator Damage repair and receipt of any required elevator permit from the  applicable governmental authority ("Completion of Repair"), Escrow Holder shall release and  disburse any then-remaining Holdback Funds (including any accrued interest, if applicable) to  Seller (taking into account the prior deduction of the Escrow Fee from the Holdback Funds)  without the need for any further instruction or authorization.  Notwithstanding the foregoing, if the  Completion of Repair fails to occur within one hundred eighty (180) days after the Closing (the  "Repair Period"), subject to delays due to force majeure, then so long as such failure is not due to  any fault of Buyer, all remaining Holdback Funds (including any accrued interest, if applicable)  remaining in the Escrow Holdback that are not subject to a pending Disbursement Notice (i.e.,  Seller has delivered the Disbursement Notice but the relevant funds from the Escrow Holdback  have not been disbursed to Seller or an objection is pending with respect to the same) shall be  disbursed by Escrow Holder to Buyer after (i) Escrow Holder deducts from the Escrow Holdback  and disburses to Seller the amount of money necessary to reimburse Seller for all Repair Costs that  have not been previously disbursed (after Seller provides Escrow Holder with written invoices or  other reasonably acceptable documentation evidencing the payment by Seller of any expenses  under the Service Contract, including, without limitation, any payment made by Seller upon  acceptance of the Service Contract proposal prior to Closing), and (ii) Escrow Holder takes into  account the prior deduction of the Escrow Fee from the Holdback Funds; and at such time, Buyer  shall then proceed to finalize the Completion of Repair and Seller shall have no further  responsibility whatsoever for the repair or any subsequent maintenance of the Rear Elevator except  to the extent of its Repair Costs Overrun Obligation (as defined in Section 4 above).  7. Counterparts.  This Third Amendment may be executed in one or more counterparts  (including .PDF), each of which shall be deemed an original, but all of which together shall  constitute but one and the same instrument and may be delivered by way of email.    [SIGNATURES ON FOLLOWING PAGE]    DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  [SIGNATURE PAGE FOR THIRD AMENDMENT]  IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of  the Effective Date.    BUYER: SELLER:    3032 WILSHIRE PROPERTIES GD LLC,   a California limited liability company        By:     Name:  Arash Danialifar  Position: Manager        Acknowledged and agreed to by Original  Buyer:    ORIGINAL BUYER:    GD REALTY GROUP, INC,   a California corporation        By:     Name:  Arash Danialifar  Position: President            3032 WILSHIRE INVESTORS LLC, a  Colorado limited liability company        By: _________________________________  Name: Matthew Schreiber  Position: Authorized Signatory                 DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  [SIGNATURE PAGE FOR THIRD AMENDMENT]  ACCEPTANCE BY ESCROW HOLDER  Stewart Title Guaranty Company acknowledges that it has received a fully executed copy  or original executed counterparts of the foregoing Third Amendment and agrees to be bound by and strictly  perform the terms thereof as such terms apply to Escrow Holder.  Dated:  __________, 2022   STEWART TITLE GUARANTY COMPANY      By:         Name:   Andrea Mendoza  Position: Commercial Escrow Officer    DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  Exhibit A-1  EXHIBIT A    Depiction of Rear Elevator (circled in red) per Property's Floor Plans      DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  4734141.8  Exhibit B-1  EXHIBIT B        ELEVATOR DAMAGE REPAIR ESTIMATE  FROM VENDOR  [Attached.]  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Page 1 of 5  RHAS-CDMVD5  2022.1.1  Schindler Elevator Corporation    16450 Foothill Blvd.  Suite 200  Sylmar, CA 91342-1036  Phone:  818-336-3009  Fax:  818-336-3076      UPGRADE ORDER AGREEMENT      Date: 05/05/2022 Estimate Number: RHAS-CDMVD5 (2022.1.1)      To:  3032 Wilshire  3032 Wilshire Blvd  Santa Monica, CA 90405  Customer:  3032 Wilshire  3032 Wilshire Blvd  Santa Monica, CA 90405      Attn: Property Manager      Schindler hereby proposes to furnish and install the following with respect to the equipment located at the  above building:    Pit Water Damage - 1 Elevator    After attempting to replace the elevator packings that are failing the crew surveyed and determined that the  pistons have rusted due to water saturation and will need to be replaced. The feedline, rupture valve, shutoff  valve, and pistons are showing significant signs of rust and this equipment will need to be replaced to  eliminate failure of the pressurized system and extended downtime.  Further to that, the remaining hoistway  equipment is also showing signs of rust from the top floor to the bottom, including on top of the elevator.    Schindler will provide labor and material to perform the following scope of work during normal working hours of  the elevator trade:     Prep work area for installation   Raise, hang, and secure the elevator   Remove and store oil from the system   Remove the dual high pressure hydraulic feedline, rupture valve, shutoff valve & cylinder assembly   Provide and install new feedline, rupture valve, shutoff valve & cylinder assembly   Replace & replenish oil as needed   Clean, remove, and protect against further rusting throughout the hoistway   Perform required load test  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






Page 2 of 5  RHAS-CDMVD5  2022.1.1   Clean work area and return the elevator to service Note: Any and all permits as required by the elevator division including inspection and testing are covered  under the scope of this agreement.  Labor: $65,370.00  Material: $33,405.00 Less Discount: ($40,000.00) Price: $58,775.00, plus applicable taxes.  (Quotations valid for 30 days; price based upon work  during regular working hours of regular working days.)  *Financing available (see below) Payment: 50% of the price is due upon acceptance of this proposal;  40% of the price is due as work progresses within 30 days of invoice;  Balance due upon completion, within 30 days of invoice.  Schindler reserves the right not to source material or schedule labor for the above quoted work until  initial payment has been received.  Schindler retains title to any equipment furnished hereunder until final payment is made.  Late or  non-payment will result in assessment of interest charged at a rate of 1 1/2% per month or the  highest legal rate available, and any attorneys' fees, expenses, and costs of collection.  The  customer understands that this is a fixed price proposal. Supporting documentation for materials  and/or labor shall not be a condition precedent for payment in full to be made to Schindler.  Available Financing:  Schindler understands that the cost of capital improvements can put a strain on a  property’s budget. For this reason, Schindler has teamed with leading financial organizations  (Lender) in an effort to help our customers sort through the best options to fund these capital  improvements. The financing is done directly between the Lender and you, our customer. In return,  Schindler requires that you enter into a new 5-year maintenance agreement with Schindler.  Often times, other building systems will need upgrades as a part of the elevator or escalator  improvements. The cost of the related work can be rolled into the total finance package with the  Lender.  As an example, if you finance $25,000.00 for 60 months, your monthly payment would be  approximately $510.00 plus any applicable state and federal tax. The monthly finance payment  is an approximation and will be finalized between you and the Lender.  Financing is subject to the borrower’s qualifications, including income, property evaluation,  sufficient equity and final credit approval. Approvals are subject to underwriting guidelines, interest  rates, and program guidelines. Loans are subject to change without notice based upon eligibility  and market conditions. This is not a commitment to make a loan as financing options are subject to  credit checks and approval.  This program is offered and provided through third-party financial organizations and are dependent  upon those entities’ rules, regulations, and restrictions.  If the maintenance agreement is cancelled for any reason prior to the 60-month term, all remaining  balances become due immediately.  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Page 3 of 5  RHAS-CDMVD5  2022.1.1  Your sales representative will be happy to facilitate the process moving forward if you are  interested in our financing option. The finance credit approval form can be found attached to this  document.   References as to credit must be furnished and be acceptable to Schindler Elevator Corporation.   Please provide the following information with regard to payment for work under the enclosed  Repair Contract:    Name of Insurance Company:  Agent’s Name:     Telephone Number:       Source of other guaranteed financing:                  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Page 4 of 5  RHAS-CDMVD5  2022.1.1  The attached terms and conditions are incorporated herein by reference.    Acceptance by you as owner’s agent or authorized representative and subsequent approval by our  authorized representative will be required to validate this agreement.    Proposed: Accepted:            By:   Ryan Haines By:      For:  Schindler Elevator Corporation For:  3032 Wilshire    Title: Sales Representative Title:      Date: 5/5/2022 Date:        Approved:        By:   Denis Davis    Title:  General Manager Service    Date:        DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Page 5 of 5  RHAS-CDMVD5  2022.1.1  TERMS AND CONDITIONS    1. Any changes to the building to meet local or state codes are to be made by Purchaser. Any changes in the Work required  due to building conditions discovered in the performance of the Work will be paid by Purchaser.  2. No work, service materials or equipment other than as specified hereunder is included or intended.  This proposal is  based upon performing the work described above in accordance with the requirements of the authorities having  jurisdiction.  This proposal does not include any work other than that specifically enumerated herein, or repair or  replacement of retained apparatus other than as described above.  If any additional repairs or replacements are required  after further examination of conditions encountered in the performance of the work, or by the authorities having  jurisdiction, we will provide a supplemental proposal at that time.  3. Purchaser retains its normal responsibilities as Owner of the equipment which is subject of this Agreement.  4. Schindler will not be liable for damages of any kind, in excess of the Price of this Agreement, nor in any event for special,  indirect, consequential or liquidated damages.  5. Any cutting and patching is by others and not included in this work.  6. Neither party shall be responsible for any loss, damage, detention or delay caused by labor trouble or disputes, strikes,  lockouts, fire, explosion, theft, lightning, wind storm, earthquake, floods, epidemics, pandemics, storms, riot, civil  commotion, malicious mischief, embargoes, shortages of materials or workmen, unavailability of material from usual  sources, government priorities or requests or demands of the National Defense Program, civil or military authority, war,  insurrection, failure to act on the part of either party's suppliers or subcontractors, orders or instructions of any federal,  state, or municipal government or any department or agency thereof, acts of God, or by any other cause beyond the  reasonable control of either party. Dates for the performance or completion of the work shall be extended by such delay  of time as may be reasonably necessary to compensate for the delay.  7. We warrant that the work will comply with the specifications and that there will be no defects in materials or workmanship  for one year after completion of the work or acceptance thereof by beneficial use, whichever is earlier.  Our duty under  this warranty is to correct nonconformance or defect at our expense within a reasonable time after the receipt of notice.  THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR  IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Purchaser's remedies hereunder are exclusive.  8. Purchaser agrees to defend, indemnify and hold Schindler harmless from and against any claims, lawsuits, demands,  judgments, damages, costs and expenses arising out of this Agreement except to the extent caused by or resulting from  the sole and direct fault of Schindler.  9. For non-maintenance contract customers, Customer hereby agrees, without limitation, to defend, indemnify, release  and hold harmless Schindler and its employees, affiliates, divisions, parent entities, predecessors and successors,  representatives and agents from and against all claims, liabilities, losses, injuries, death, damages, fines, penalties,  payments, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to the  Work performed by Schindler under this Agreement.   INSURANCE:  At a minimum, Customer shall provide to Schindler, insurance coverages as set forth within, and a  certificate of insurance evidencing such coverage: Comprehensive General Liability (including Products Liability,  Completed Operations, Broad Form Property damage, and Blanket Contractual Liability) in the amounts of $2M per  occurrence, $5M aggregate. Schindler Holding, Ltd., Schindler Elevator Corporation, and Schindler Enterprises, Inc.  shall be named as additional insureds on the above referenced policies, pursuant to ISO Form CG 2010 11/85, and  shall appear as such on the Certificate of Insurance. Insurance shall provide a waiver of subrogation in favor of the  entities named as additional insureds. Insurance shall be primary over any other valid and collectible insurance. Any  deductible / retention is the responsibility of the Named Insured.  10. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or any  component or feature thereof, remains our property.  This includes, but is not limited to, any tools, devices, manuals,  software, modems, source/ access/ object codes, passwords.  In the event Schindler’s maintenance obligation is  terminated, the Schindler Ahead features ("SA") (if applicable) will be deactivated and Schindler reserves the right to  remove the Schindler Ahead hardware.  If Schindler is no longer the maintenance provider, Customer is responsible for  obtaining alternative telephone service for the elevator phones.  11. In the event of governmental changes to applicable tariffs, tax rates, including but not limited to sales tax, use tax, excise  tax, privilege tax, transaction tax and similar changes, or loss of tax exempt status, Schindler reserves the rights to  adjust the contract price accordingly to account for all additional cost impacts.      DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Exhibit C-1      EXHIBIT C        ESCROW HOLDBACK AGREEMENT    THIS ESCROW HOLDBACK AGREEMENT (this "Agreement") is made as of  __________________, 2022 (the "Effective Date"), by and among 3032 WILSHIRE  INVESTORS LLC, a Colorado limited liability company ("Seller"), and 3032 WILSHIRE  PROPERTIES GD LLC, a California limited liability company, as assignee under the Assignment  (defined in Recital A) ("Buyer"), and accepted and agreed to by STEWART TITLE GUARANTY  COMPANY ("Escrow Holder").      RECITALS   A. GD Realty Group, Inc., a California corporation ("Original Buyer") and Seller are  parties to that certain Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of  June 30, 2022 (the "Original Purchase Agreement"), pursuant to which Seller agreed to sell to  Original Buyer, and Original Buyer agreed to purchase from Seller, that certain real property  located at 3032 Wilshire Boulevard, Santa Monica, California 90403, as more particularly  described in the Original Purchase Agreement (the "Property"). The Original Purchase Agreement  was amended by that certain First Amendment to Agreement of Purchase and Sale and Joint  Escrow Instructions, dated as of July 18, 2022 (the "First Amendment"), and further amended by  that certain Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions,  dated as of August 9, 2022 (the "Second Amendment"), each between Original Buyer and Seller.   Pursuant to that certain Assignment and Assumption of Real Estate Purchase Agreement and  Escrow Instructions, dated September 14, 2022 (the "Assignment"), Original Buyer assigned all  of its right, title and interest under the Original Purchase Agreement (as amended) to Buyer, subject  to the terms, covenants and conditions of such Original Purchase Agreement, as amended.   Subsequently, Buyer and Seller entered into that certain Third Amendment to Agreement of  Purchase and Sale and Joint Escrow Instructions, dated as of September 30, 2022 (the "Third  Amendment", and together with the Original Purchase Agreement, First Amendment, and Second  Amendment, the "Purchase Agreement"). All capitalized terms used herein and not otherwise  defined shall have the same meanings set forth in the Purchase Agreement.      B. The parties have agreed that, at Closing, Seller shall deposit in a segregated escrow  account the amount of One Hundred Thousand Dollars ($100,000) from the proceeds of the sale  of the Property, which shall constitute the "Holdback Funds." As used in this Agreement, the term  "Funds" shall refer to the Holdback Funds.         NOW, THEREFORE, IN CONSIDERATION OF the foregoing recitals, the  mutual agreements, covenants and promises set forth in this Agreement, and other good and  valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged,  Seller and Buyer agree as follows:    DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Exhibit C-2     1. Holdback Funds Escrow Account.  Seller and Buyer hereby agree that at Closing,  Escrow Holder shall hold back from Seller's proceeds from the sale of the Property an amount  equal to the Holdback Funds.  Escrow Holder shall maintain the Holdback Funds in a segregated  escrow account (Escrow No. 22000110896A) (the "Holdback Funds Escrow Account"), and  disburse the Holdback Funds only in accordance with the terms of this Agreement.  Escrow Holder  shall not commingle the Holdback Funds with any funds of Escrow Holder or others.       2. Disbursement of Funds.  Each of the parties agrees that the Holdback Funds in  the Holdback Funds Escrow Account shall be disbursed by Escrow Holder only in accordance  with Sections 3, 4, 5 and 6 of the Third Amendment.     3. Wire Instructions.  Escrow Holder acknowledges that Buyer and Seller have  previously provided separate written wire instructions to Escrow Holder for disbursement of all or  any portion of the Funds that may become due and owing to such party pursuant to the terms of  this Agreement.     4. Liability of Escrow Holder. Buyer and Seller acknowledge that Escrow Holder is  acting solely as a stakeholder at their request and for their convenience, and that Escrow Holder  shall not be deemed to be the agent of either of the parties, and that Escrow Holder shall not be  liable to either of the parties for (a) any action or omission on its part taken or made in good faith,  and not in willful disregard of this Agreement, (b) any losses, costs, damages, claims, liabilities,  demands or obligations in connection with the Funds if such losses, costs, damages, claims,  liabilities, demands or obligations result from the failure, insolvency or suspension of the bank  holding the Funds ("Escrow Bank"), or (c) interest on the Funds, including, without limitation,  any loss of interest due to any delays in the withdrawal of the Funds that may be imposed by  Escrow Bank as a result of the depositing or redeeming of the Funds pursuant to Escrow Holder's  instructions; provided, however, that Escrow Holder shall be liable for any actual, out-of-pocket  losses, costs, damages, claims, liabilities, expenses (including reasonable attorneys' fees, expenses  and disbursements), demands or obligations ("Liabilities") incurred by Seller or Buyer resulting  from actions or omissions taken or made by Escrow Holder in bad faith, in willful disregard of this  Agreement or involving gross negligence or willful misconduct on the part of Escrow Holder.       Notwithstanding the foregoing, if Escrow Holder believes in good faith at any time that a  disagreement or dispute has arisen between the parties hereto over entitlement to the portion of the  Funds to be distributed (whether or not litigation has been instituted), Escrow Holder shall have  the right, upon written notice to both Seller and Buyer, (i) to deposit the disputed amount of the  Funds with the Clerk of the Court in which any litigation is pending and/or (ii) to take such  reasonable affirmative steps as it may, at its reasonable option, elect in order to terminate its duties  as Escrow Holder, including, without limitation, the depositing of the disputed amount of the  Funds with a court of competent jurisdiction and the commencement of an action for interpleader,  the costs thereof to be borne by whichever of Seller or Buyer is the losing party, and thereupon  Escrow Holder shall be released of and from all liability hereunder except for any previous actions  or omissions taken or made by Escrow Holder in bad faith, in willful disregard of this Agreement  or involving gross negligence or willful misconduct on the part of Escrow Holder.     Seller and Buyer hereby jointly agree to indemnify, defend and hold Escrow Holder  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Exhibit C-3    harmless against any and all loss, damage or expense (including, but not limited to, reasonable  attorneys' fees and expenses, if any, and the enforcement of this indemnity) which it may incur by  reason of its good faith performance of its obligations and duties under this Agreement, except to  the extent of the gross negligence or willful misconduct of Escrow Holder.     5. Assignment; Successors and Assigns.  This Agreement may not be assigned by  any party hereto and shall be binding upon and inure to the benefit of each of the parties hereto  and their respective successors and assigns.     6. Governing Law.  This Agreement shall be governed by and construed in  accordance with the laws of the State of California.       7. Severability.  If any term or provision of this Agreement shall, to any extent, be  held invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be  affected thereby, but each remaining term and provision shall be valid and enforced to the fullest  extent permitted by law.     8. Counterparts.  This Agreement may be executed in any number of counterparts,  all of which shall be deemed to be an original and all of which shall be deemed to constitute one  and the same instrument. Signatures to this Agreement transmitted by .pdf or other electronic  transmission shall be valid and effective to bind the party so signing.      9. Notices    (a) Method of Delivery. All notices, requests, demands and other communications  (each, a "Notice") required to be provided by any party to any other party pursuant to this  Agreement shall be in writing and shall be delivered pursuant to the notice provisions in the  Purchase Agreement.  For Notice purposes, the address for Escrow Holder is the following:    Stewart Title Guaranty Company  Address: 525 N. Brand Blvd., Glendale, California 91203  Attn: Andrea Mendoza, Senior Commercial Escrow Officer  Email: amendoza@stewart.com  Telephone: (818) 500-5680  Escrow No. 22000110896A    (b) Change of Address. The parties (and the Persons to whom copies of Notices are  to be delivered pursuant to Section 9(a) hereof) shall have the right to change their respective  address and/or email address for the purposes of this Section 9 by providing a Notice of such  change in address and/or email address as required under this Section 9.    (c) Delivery by Party's Counsel. The parties agree that the attorney for such party  shall have the authority to deliver Notices on such party's behalf to the other parties hereto.     10. Prevailing Party. If any litigation or other court action, arbitration or similar  adjudicatory proceeding is commenced by any party to enforce its rights under this Agreement  against any other party, all fees, costs and expenses, including, without limitation, reasonable  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Exhibit C-4    attorneys' fees and court costs, incurred by the prevailing party in such litigation, action, suit or  proceeding shall be reimbursed by the losing party; provided, that if a party to such litigation,  action, arbitration or proceeding prevails in part, and loses in part, the court, arbitrator or other  adjudicator presiding over such litigation, action, arbitration or proceeding shall award a  reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.  This  Section 10 shall survive the termination of this Agreement.     11. Time of Essence.  Time is of the essence of this Agreement.     12. No Modification.  This Agreement shall not be modified or amended except in a  written document signed by all parties hereto.     13. General Provisions.  This Agreement shall be subject in all respects to those  certain General Provisions of Escrow Holder from Seller and Buyer, as amended by the  Amendment to Escrow Instructions, dated July 5, 2022 (collectively, the "General Provisions").   Notwithstanding anything herein to the contrary, if there is any conflict between any terms and  conditions in this Agreement and any terms and conditions in the General Provisions, the terms  and conditions of this Agreement shall control and prevail.      14. Escrow Fee.  Upon Closing and after the Holdback Funds Escrow Account is  opened to accept the Funds, Escrow Holder will remit to itself from the Funds a one-time, non- refundable $1,000.00 fee ("Escrow Fee") for its services under this Agreement. The Escrow Fee  shall be deemed earned upon Closing and the full execution of this Agreement.     15. Investment of Funds.  Escrow Holder shall promptly invest the Funds (less the  Escrow Fee) in an interest-bearing money market account for the benefit of Seller upon Escrow  Holder's receipt of a completed and signed Form W-9 from Seller. Any interest earned thereon  shall be for the benefit of Seller's Funds and subject in all respects to the Third Amendment  (including Section 6 thereof).       [Signature Pages Follow]       DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






  Exhibit C-5     IN WITNESS WHEREOF, the parties have executed this Agreement as of the  Effective Date.                BUYER: SELLER:    3032 WILSHIRE PROPERTIES GD LLC,   a California limited liability company        By:     Name:  Arash Danialifar  Position: Manager        Acknowledged and agreed to by  Original Buyer:    ORIGINAL BUYER:    GD REALTY GROUP, INC,   a California corporation        By:     Name:  Arash Danialifar  Position: President                    3032 WILSHIRE INVESTORS LLC,  a Colorado limited liability company        By: _________________________________  Name: Matthew Schreiber  Position: Authorized Signatory                      DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA 





 






Exhibit C-6  ESCROW HOLDER JOINDER  Escrow Holder hereby accepts the foregoing instructions and agrees to comply therewith.  STEWART TITLE GUARANTY COMPANY  By:______________________________  Name:  ___________________________  Its:  ___________________________  DocuSign Envelope ID: 4494F5D2-D6B9-4B44-80FA-05FEB0DDF5BA