EXHIBIT 10.13



AGREEMENT OF PURCHASE AND SALE


          THIS
AGREEMENT OF PURCHASE AND SALE (this “Agreement”)
dated as of July 6, 2012, is by and between BARBER LANE INVESTORS, LLC, a
Delaware limited liability company (“Seller”),
and PERICOM SEMICONDUCTOR CORPORATION, a California corporation (collectively,
“Buyer”). 


ARTICLE I


PURCHASE AND SALE OF PROPERTY


          Section 1.1 Sale. Seller hereby agrees to sell and convey to Buyer, and Buyer
hereby agrees to purchase from Seller, subject to the terms and conditions set
forth herein, the following: 


                    (a)
that certain real property commonly known as 1545 Barber Lane, and located in
the City of Milpitas, County of Santa Clara, State of California, and being
more particularly described in Exhibit A attached hereto (the “Real Property”); 


                    (b)
all of Seller’s right, title and interest in and to all rights, privileges and
easements appurtenant to the Real Property, including, without limitation, all
minerals, oil, gas and other hydrocarbon substances on and under the Real
Property, as well as all development rights, air rights, water, water rights,
riparian rights and water stock relating to the Real Property and any
rights-of-way or other appurtenances used in connection with the beneficial use
and enjoyment of the Real Property and all of Seller’s right, title and
interest in and to all roads and alleys adjoining or servicing the Real
Property (collectively, the “Appurtenances”);



                    (c)
all of Seller’s right, title and interest in and to all improvements and
fixtures located on the Real Property, including, without limitation, all
apparatus, equipment and appliances used in connection with the operation or
occupancy of the Real Property, such as heating and air conditioning systems
and facilities used to provide any utility, refrigeration, ventilation, garbage
disposal, or other services on the Real Property (collectively, the “Improvements”);



                    (d)
the personal property owned by Seller, if any, located on the Real Property and
used exclusively in the operation or maintenance of the Real Property, as
described on Schedule 1 attached hereto (the “Personal
Property”); and 


                    (e)
any intangible personal property now or hereafter owned by Seller and used in
the ownership, use or operation of the Real Property, Improvements and Personal
Property, including, without limitation, any Leases (defined below), and Seller’s
interest in all security deposits and prepaid rent, if any, under Leases and
any and all guaranties of the Leases), utility contracts, any contracts or
other agreements or rights relating to the ownership, use and operation of the
Property, as defined below (except that, to the extent that any such contracts
or other agreements are part of portfolio agreements, they shall not be
assignable) (collectively, the “Intangible Property”). 


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          All
of the items referred to in subsections (a), (b), (c), (d) and (e) above are
collectively referred to as the “Property.”  


          Section 1.2 Purchase Price; Independent Contract
Consideration. 


                    (a)
The purchase price of the Property is Seven Million Six Hundred Ninety-Six
Thousand Dollars ($7,696,000) (the “Purchase
Price”). 


                    (b)
The Purchase Price shall be paid as follows: 


                              (i)
Upon execution of this Agreement, Buyer shall deposit in escrow with First
American Title Insurance Company, 1737 N. 1st St., Suite 500, San Jose,
California 95112, Attention Linda Tugade (the “Title Company”) an all cash payment in the amount of Five
Hundred Thousand Dollars ($500,000) (the “Initial
Deposit”). Except as
otherwise expressly provided in this Agreement, following the expiration of the
Contingency Period, the Initial Deposit shall be non-refundable to Buyer. The Initial Deposit shall be held in an
interest bearing account and all interest thereon shall be deemed a part of the
Initial Deposit. At the Closing, as
defined in Section 1.2(b)(iv) below, the Initial Deposit shall be paid to
Seller and credited against the Purchase Price. 


                              (ii)
If Buyer delivers an Approval Notice (as herein defined), then on or before the
end of the Contingency Period (as herein defined), Buyer shall deposit in
escrow with the Title Company an all cash payment in the amount of Five Hundred
Thousand Dollars ($500,000), which shall be in addition to the Initial Deposit
(the “Second Deposit;” and,
together with the Initial Deposit, is herein referred to as the “Deposit”).
Except as otherwise expressly provided in this Agreement, the Second
Deposit shall be non-refundable to Buyer.
The Second Deposit shall be held in an interest bearing account and all
interest thereon shall be deemed a part of the Second Deposit. At the Closing, the Second Deposit shall be
paid to Seller and credited against the Purchase Price. 


                              (iii) IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED
DUE TO THE FAILURE OF ANY CONDITION PRECEDENT, THEN THE TITLE COMPANY SHALL
RETURN THE DEPOSIT TO BUYER. IF THE
SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE TO SELLER’S DEFAULT
HEREUNDER, THEN, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, BUYER MAY EITHER: (1) TERMINATE THIS AGREEMENT AND RECEIVE A
REFUND OF THE DEPOSIT AND REIMBURSEMENT BY SELLER OF BUYER’S ACTUAL THIRD PARTY
COSTS INCURRED IN CONNECTION WITH THIS AGREEMENT (NOT TO EXCEED $75,000 IN THE
AGGREGATE), IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS HEREUNDER (EXCEPT AS PROVIDED IN SECTIONS 7.1, 10.3 AND 10.12
BELOW), OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL
DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT
WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED
THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT,
THE 


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AMOUNT OF THE DEPOSIT IS A REASONABLE
ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S
DEFAULT. IN THE EVENT BUYER FAILS,
WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE DEPOSIT
MADE BY BUYER SHALL BE FORFEITED TO SELLER AS THE SOLE AND EXCLUSIVE REMEDY
AVAILABLE TO SELLER FOR SUCH FAILURE.
BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE
ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS
REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE
CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 1.2(b)(iii) IS NOT INTENDED TO LIMIT SELLER’S RIGHTS
UNDER SECTIONS 7.1, 10.3 AND 10.12 OF THIS AGREEMENT. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
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 Seller

 	
  

 	
 Buyer

 




                              (iv)
The balance of the Purchase Price shall be paid to Seller in immediately
available funds via wire transfer at the consummation of the purchase and sale
contemplated hereunder (the “Closing”).



                    (c)
A portion of the Deposit equal to the amount of One Hundred Dollars ($100) (the
“Independent Contract Consideration”),
which amount Seller and Buyer agree has been bargained for as consideration for
Seller’s execution and delivery of this Agreement and Buyer’s right to inspect
the Property pursuant to this Agreement, shall be independent of any other
consideration or payment provided for in this Agreement and is non-refundable
in all events. Buyer’s obligation to
pay the Independent Contract Consideration shall survive the Closing or, if the
purchase and sale is not consummated, any termination of this Agreement. 


ARTICLE II


CONDITIONS


               Section 2.1 Buyer’s Conditions Precedent. Buyer’s obligation to purchase the Property
is conditioned upon the following: 


                    (a)
Buyer’s review and approval of a commitment for title insurance, together with
copies of the underlying documents (the “Title
Commitment”), and a current “as built” survey in sufficient detail
to support the issuance of the Title Policy as provided in Section 4.2 (the “Survey”).
Seller has delivered to Buyer an existing survey of the Property in
Seller’s possession and control. Buyer,
at its sole cost and expense, shall obtain the Survey and deliver the Survey to
the Title Company at least ten (10) business days prior to the expiration of
the Contingency Period. 


                              (i)
Buyer shall advise Seller by written notice, four (4) business days prior to
the end of the Contingency Period, what exceptions to title, if any, will be
accepted by Buyer. Seller shall have
two (2) business days after receipt of Buyer’s objections to give Buyer: (A) notice that Seller will remove such
objectionable exceptions on or before the Closing Date 


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(as defined in
Section 9.2 below); or (B) notice that Seller elects not to cause such
exceptions to be removed. If Seller
gives Buyer notice under clause (B), Buyer may elect on or before the
expiration of the Contingency Period to (X) waive its objections to title and
proceed with the purchase without offset or credit against the Purchase Price,
or (Y) terminate this Agreement and receive a refund of the Deposit, in which
event neither party shall have any further rights or obligations hereunder
(except as provided in Sections 7.1, 10.3 and 10.12 below). If Seller fails to give Buyer notice within
two (2) business days after receipt of Buyer’s objections, then Seller shall be
deemed to have elected to give Buyer notice under clause (B). If Seller gives Buyer notice under clause
(B), and Buyer fails to give Seller notice of its election on or before the
expiration of the Contingency Period, then Buyer shall be deemed to have
elected to terminate this Agreement, the Deposit shall be returned to Buyer,
and neither party shall have any further rights or obligations hereunder except
as provided in Sections 7.1, 10.3 and 10.12 below. If Seller shall give notice pursuant to clause (A) and shall fail
to remove any such objectionable exceptions from title prior to the Closing
Date, then Buyer may elect to terminate this Agreement, the Deposit shall be
returned to Buyer, and neither party shall have any further rights or
obligations hereunder except as provided in Sections 7.1, 10.3 and 10.12
below. All deed of trust liens are
deemed objected to by Buyer. 


                              (ii)
Whether or not Buyer shall have furnished to Seller any notice of title objections
pursuant to the foregoing provisions of this Agreement, Buyer may, at or prior
to Closing, notify Seller in writing of any objections to title first raised by
the Title Company between (a) the expiration of the Contingency Period, and (b)
the date on which the transaction contemplated herein is scheduled to close,
and which: (1) are not the result of
Buyer’s acts, (2) do not constitute exceptions which Buyer has approved or
waived pursuant to Section 2.1(a)(i) above, and (3) do not constitute exceptions
arising as a result of the Survey.
Buyer shall advise Seller of its additional title objections by written
notice within two (2) business days of learning of the additional title matter. Seller shall have until the earlier of (x)
two (2) business days after receipt of Buyer’s objections, or (y) the Closing
Date, to give Buyer notice that (i) Seller will remove such objectionable
exceptions; or (ii) Seller elects not to cause such exceptions to be
removed. If Seller gives Buyer notice under
clause (ii), Buyer may elect within one (1) business day after receipt of
Seller’s notice to (i) waive its objections to title and proceed with the
purchase without offset or credit against the Purchase Price, or (ii) terminate
this Agreement and receive a refund of the Deposit, in which event neither
party shall have any further rights or obligations hereunder (except as
provided in Sections 7.1, 10.3 and 10.12 below). If Seller fails to give Buyer notice within (x) two (2) business
days after receipt of Buyer’s objections, or (y) the Closing Date, whichever is
earlier, then Seller shall be deemed to have elected to give Buyer notice under
clause (ii). If Seller gives Buyer
notice under clause (ii), and Buyer fails to give Seller notice of its election
within one (1) business day after receipt of Seller’s notice, then Buyer shall
be deemed to have elected to terminate this Agreement, the Deposit shall be
returned to Buyer, and neither party shall have any further rights or
obligations hereunder except as provided in Sections 7.1, 10.3 and 10.12
below. If Seller shall give notice
pursuant to clause (i) and shall fail to remove any such objectionable
exception on or before the Closing Date (as it may be extended pursuant to any
extension right provided in this Agreement), then Buyer may elect to terminate
this Agreement, the Deposit shall be returned to Buyer, and neither party shall
have any further rights or obligations hereunder except as provided in Sections
7.1, 10.3 and 10.12 below. If Seller
elects to attempt to cure any such additional title objections, the date for
Closing shall be automatically extended until Seller completes the cure, 


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but in no
event shall the extension exceed thirty (30) days after the date for Closing
set forth in Section 9.2 hereof. 


                              (iii)
As of the Effective Date (as defined in Section 10.20 below), the Property is
encumbered by a certain Deed of Trust with Absolute Assignment of Leases and
Rents, Security Agreement and Fixture Filing executed by Seller, as trustor, in
favor of a trustee for the benefit of Wells Fargo Bank, National Association (“Seller’s Lender”), which agreement secures
a loan made by Seller’s Lender to Seller.
As a condition to Buyer’s obligation to close the transaction
contemplated by this Agreement, Buyer shall have approved Lender’s Consent (as
defined below) no later than the Lender Approval Deadline in accordance with
this Section 2.1(a)(iii). Within five
(5) business days after the Effective Date, Seller shall deliver to Buyer a copy
of Seller’s Lender’s written consent (“Lender’s
Consent”) approving this Agreement and the transaction contemplated
herein. Any such Lender’s Consent shall
be redacted to maintain the confidentiality of certain terms of the loan made
by Seller’s Lender to Seller. Within
two (2) business days after Buyer’s receipt of the Lender’s Consent from Seller
(the “Lender Approval Deadline”),
Buyer shall either (A) approve such Lender’s Consent by delivery of written
notice thereof (a “Consent Approval Notice”)
to Seller within such two (2) business day period, in which case the closing
condition set forth in this Section 2.1(a)(iii) shall be deemed satisfied,
or (B) disapprove of the Lender’s
Consent, in which case this Agreement shall automatically terminate and neither
party shall have any further rights or obligations hereunder except as provided
in Section 7.1, 10.3 and 10.12 below.
If Buyer fails to deliver a Consent Approval Notice within the
aforementioned two (2) business day period, then Buyer shall be deemed to have
elected to disapprove of Lender’s Consent under clause (B) above. 


                    (b)
Buyer’s review and approval of an economic feasibility study. 


                    (c)
Buyer’s review and approval of all tenant leases and any other occupancy
agreements (hereinafter collectively referred to as the “Lease(s)”).



                    (d)
Buyer’s inspection and approval of the physical condition of the Property,
including, without limitation, the environmental condition of the Property. 


                    (e)
Buyer’s review and approval of service contracts, and other contracts or
agreements of significance to the Property (hereinafter collectively referred
to as “Contracts”). Buyer shall determine which, if any, of the
Contracts Buyer will assume and so notify Seller prior to the expiration of the
Contingency Period; provided, that (i) to the extent that any such Contracts
are part of portfolio agreements, they shall not be assignable, and (ii) to the
extent that any such Contracts are not terminable by Seller in the time frame
between the expiration of the Contingency Period and the Closing, Buyer shall
assume such Contracts. 


                    (f)
Buyer’s review and approval of all the items described on Schedule 2 hereto
(the “Due Diligence Documentation”). To the extent in Seller’s possession or
control, Seller has delivered to Buyer (and Buyer acknowledges such delivery)
all of the items described on Schedule 2. 


          Section 2.2 Contingency Period. Buyer shall have until 5:00 p.m., Pacific
Time, on August 6, 2012, to review and approve the matters described in Section
2.1(a)–(f) above (such 


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period being
referred to herein as the “Contingency Period”). Buyer’s approval or disapproval of such
matters shall be at Buyer’s sole discretion.
If Buyer elects to proceed with the purchase of the Property, then Buyer
shall, before the end of the Contingency Period, (i) notify Seller in writing
that Buyer has approved all of the matters described in Section 2.1(a)–(f)
above (“the “Approval Notice”),
and (ii) deposit the Second Deposit into escrow with the Title Company. If before the end of the Contingency Period
Buyer fails to give Seller the Approval Notice or deposit the Second Deposit,
then Buyer shall be deemed to have elected to terminate this Agreement, the
Deposit shall be returned to Buyer, and neither party shall have any further
rights or obligations hereunder except as provided in Sections 7.1, 10.3 and
10.12 below. 


          Section 2.3 Seller’s Conditions Precedent.
Notwithstanding anything to the contrary in this Agreement, each of Seller’s
obligations (a) to sell the Property to Buyer and to close the transaction
contemplated by this Agreement or (b) to reimburse Buyer pursuant to Section
1.2(iii)(1) above, shall be conditioned upon Buyer’s approval of Lender’s
Consent no later than the Lender Approval Deadline in accordance with Section
2.1(a)(iii) above. 


ARTICLE III


BUYER’S EXAMINATION


          Section 3.1 Buyer’s Independent Investigation. 


                    (a)
Buyer acknowledges and agrees that it has been given or will be given before
the end of the Contingency Period, a full opportunity to inspect and
investigate each and every aspect of the Property, either independently or
through agents of Buyer’s choosing, including, without limitation: 


                              (i)
All matters relating to title, together with all governmental and other legal
requirements such as taxes, assessments, zoning, use permit requirements and
building codes. 


                              (ii)
The physical condition of the Property, including, without limitation, the
interior, the exterior, the structure, the paving, the utilities, and all other
physical and functional aspects of the Property. Such examination of the physical condition of the Property shall
include an examination for the presence or absence of Hazardous Materials (as
defined below), which shall be performed or arranged by Buyer at Buyer’s sole
expense. 


                              (iii)
Any easements and/or access rights affecting the Property. 


                              (iv)
The Leases and all matters in connection therewith, including, without
limitation, the ability of the tenants to pay the rent. 


                              (v)
The Contracts. 


                              (vi)
All other matters of material significance affecting the Property. 


                    
(b) BUYER SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 BELOW, SELLER IS 


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SELLING AND BUYER IS PURCHASING THE PROPERTY
ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM
SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING, WITHOUT LIMITATION: (i) the quality,
nature, adequacy and physical condition of the Property, including, but not
limited to, the structural elements, foundation, roof, appurtenances, access,
landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing,
sewage, and utility systems, facilities and appliances, (ii) the quality,
nature, adequacy, and physical condition of soils, geology and any groundwater,
(iii) the existence, quality, nature, adequacy and physical condition of
utilities serving the Property, (iv) the development potential of the Property,
and the Property’s use, habitability, merchantability, or fitness, suitability,
value or adequacy of the Property for any particular purpose, (v) the zoning or
other legal status of the Property or any other public or private restrictions
on use of the Property, (vi) the compliance of the Property or its operation
with any applicable codes, laws, regulations, statutes, ordinances, covenants,
conditions and restrictions of any governmental or quasi-governmental entity or
of any other person or entity, (vii) the presence of Hazardous Materials on,
under or about the Property or the adjoining or neighboring property, (viii)
the quality of any labor and materials used in any improvements on the Real
Property, (ix) the condition of title to the Property, (x) the Leases or
Contracts and (xi) the economics of the operation of the Property. 


          Section 3.2 Release. 


                    (a)
Without limiting the above, except with respect to a breach by Seller of any of
the representations and warranties contained in Section 5.1 hereof or Seller’s
fraud, Buyer on behalf of itself and its successors and assigns waives its
right to recover from, and forever releases and discharges, Seller, Seller’s
affiliates, Seller’s investment manager, the partners, trustees, shareholders,
directors, officers, employees and agents of each of them, and their respective
heirs, successors, personal representatives and assigns, from any and all
demands, claims, legal or administrative proceedings, losses, liabilities,
damages, penalties, fines, liens, judgments, costs or expenses whatsoever
(including, without limitation, attorneys’ fees and costs), whether direct or
indirect, known or unknown, foreseen or unforeseen, that may arise on account
of or in any way be connected with the physical condition of the Property or
any law or regulation applicable thereto, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended (42 U.S.C. Section 9601 et seq.),
the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C.
Section 1251 et seq.), the Safe
Drinking Water Act (42 U.S.C. Section 300f et
seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section
5101 et seq.), the Toxic
Substances Control Act (15 U.S.C. Section 2601 et
seq.), the California Hazardous Waste Control Law (California Health
and Safety Code Sections 25100-25600), the Porter-Cologne Water Quality Control
Act (California Water Code Section 13000 et
seq.), and the Safe Drinking Water and Toxic Enforcement Act
(California Health and Safety Code Section 25249.5 et seq.). 


                    (b)
In connection with subsection (a) above, 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 WHICH THE CREDITOR


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DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”



                    (c)
The provisions of this Section 3.2 shall survive the Closing. 


ARTICLE IV


TITLE


          Section 4.1 Conditions of Title.


                    (a)
At the Closing, Seller shall convey title to the Real Property to Buyer by good
and sufficient grant deed in the form of Exhibit B attached hereto (the
“Deed”). 


                    (b)
At the Closing, Seller shall transfer title to the Personal Property by a bill
of sale in the form attached hereto as Exhibit C (the “Bill of Sale”). 


                    (c)
At the Closing, Seller shall transfer title to the Intangible Property by an
assignment and assumption of leases in the form attached hereto as Exhibit D
(the “Assignment and Assumption of Leases”),
and an assignment and assumption of Contracts, Warranties and Guaranties and
other intangible property in the form attached hereto as Exhibit E (the
“Assignment and Assumption of Contracts”).



          Section 4.2 Evidence of Title. Delivery of
title in accordance with the foregoing shall be evidenced by the willingness of
the Title Company to issue, at Closing, its extended Owner’s American Land
Title Association Policy of Title Insurance in the amount of the Purchase Price
showing title to the Real Property vested in Buyer, subject to no exceptions
other than the following (the “Title Policy”):



                    (a)
Interests of tenants in possession; 


                    (b)
Non-delinquent liens for local real estate taxes and assessments; and 


                    (c)
Any standard, preprinted conditions or exceptions to the Title Commitment
required by the Title Company, any exceptions disclosed by the Title Commitment
or any supplement thereto which Buyer has approved or waived pursuant to
Section 2.1(a)(i) or (ii) above, any exceptions to title which would be
disclosed by an inspection and/or survey of the Property, and any exceptions or
matters created by Buyer, its agents, employees or representatives. 


          All
of the foregoing exceptions shall be referred to collectively as the “Conditions of Title.” 


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ARTICLE V


SELLER’S REPRESENTATIONS AND WARRANTIES


          Section 5.1 Representations and Warranties of
Seller. Seller represents and warrants to Buyer that: 


                    (a)
Seller is a limited liability company, duly organized, validly existing and in
good standing under the laws of the State of Delaware. This Agreement (i) is and at the time of
Closing will be duly authorized, executed and delivered by Seller, (ii) is and
at the time of Closing will be legal, valid and binding obligations of Seller,
and (iii) does not and at the time of Closing will not violate any provision of
any agreement or judicial order to which Seller is a party or to which Seller
or the Property is subject. All
documents executed by Seller which are to be delivered to Buyer at Closing (i)
are or at the time of Closing will be duly authorized, executed and delivered
by Seller, (ii) are or at the time of Closing will be legal, valid and binding
obligations of Seller, and (iii) do not and at the time of Closing will not
violate any provision of any agreement or judicial order to which Seller is a
party or to which Seller or the Property is subject. 


                    (b)
Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of
the Federal Code. 


                    (c)
To the best of Seller’s knowledge, the list of leases in Schedule 3
attached hereto is a complete list of all of the Leases covering the Property
as of the date hereof. To the best of
Seller’s knowledge, the list of service contracts in Schedule 4 attached
hereto is a complete list of all of the service contracts affecting the
Property as of the date hereof (“Service
Contracts”). To the best of
Seller’s knowledge, as of the Effective Date, no written notice of default has
been given or received under any of the Leases, except as listed on Schedule
3. 


                    (d)
To the best of Seller’s knowledge, Seller has not received written notice from
any applicable governmental authority that the Property is in violation of any
laws, ordinances or regulations of any applicable governmental authority having
jurisdiction thereover or control thereof. 


                    (e)
To the best of Seller’s knowledge, Seller has not received written notice from
any applicable governmental authority of any pending or threatened special
assessments or condemnation actions with respect to the Property. 


                    (f)
To the best of Seller’s knowledge, Seller has received no written notice that
the Property is in violation of any federal, state, local or administrative
agency ordinance, law, rule, regulation, order or requirement relating to
environmental conditions or Hazardous Material (“Environmental Laws”). For the purposes hereof, “Hazardous Material” shall mean any
substance, chemical, waste or other material which is listed, defined or
otherwise identified as “hazardous” or “toxic” under any federal, state, local
or administrative agency ordinance or law, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§§ 9601 et seq. and the Resource
Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., or any regulation, order, rule or requirement
adopted thereunder, as 


9







well as any
formaldehyde, urea, polychlorinated biphenyls, petroleum, petroleum product or
by product, crude oil, natural gas, natural gas liquids, liquefied natural gas,
or synthetic gas usable for fuel or mixture thereof, radon, asbestos, and
“source,” “special nuclear” and “by product” material as defined in the Atomic
Energy Act of 1954, 42 U.S.C. §§ 2011 et
seq., as amended. 


                    (g)
Seller has not been the subject of any filing of a petition under the Federal
Bankruptcy Law or any federal or state insolvency laws or laws for composition
of indebtedness or for the reorganization of debtors. 


                    (h)
Except as disclosed in Schedule 5 attached hereto, there is no litigation filed
against Seller that would adversely affect the current use or operation of the
Property or the ability of Seller to perform its obligations under this
Agreement.  


          Section 5.2 Certain Limitations on Seller’s
Representations and Warranties. Notwithstanding anything
to the contrary contained in this Agreement, no claim for a breach of a
representation or warranty by Buyer shall be actionable if the breach in
question results from or is based on a condition, state of facts or other
matter with respect to which Buyer has knowledge on or prior to the Closing
(such conditions, state of facts or other matters are herein referred to as “Exception Matters”). If Buyer obtains knowledge of any Exception
Matters before the end of the Contingency Period and Buyer determines to
proceed with the purchase of the Property pursuant to Article II, then Buyer
shall consummate the acquisition of the Property subject to such Exception
Matters and without any adjustment to the Purchase Price. If Buyer obtains knowledge of any Exception
Matters after the end of the Contingency Period and prior to Closing, Buyer may
elect to either (i) proceed with the purchase of the Property subject to such
Exception Matters and without any adjustment to the Purchase Price, or (ii)
upon fifteen (15) days’ prior written notice to Seller specifying the nature of
the Exception Matters, Buyer may terminate this Agreement and receive a refund
of the Deposit; provided, that if Buyer so elects to terminate this Agreement,
Seller shall have the right, but not the obligation, to cure such Exception
Matters within such fifteen (15) day period (and the Closing shall be delayed
to the extent necessary to allow Seller the entire fifteen (15) day period
within which to effect such cure) and if Seller cures such Exception Matters,
then Buyer’s right to terminate this Agreement as a result of such Exception
Matters shall be null and void and this Agreement shall continue without
termination (and, if the Closing Date is extended, Closing shall occur on the
date that is five (5) days after Seller cures such Exception Matters). If Buyer fails to make the election in (ii)
within five (5) days after obtaining knowledge of an Exception Matter, then
Buyer shall be deemed to have made the election under (i) above. Upon a termination of this Agreement
pursuant to this Section 5.2, neither party shall have any further rights or
obligations hereunder except as provided in Sections 7.1, 10.3 and 10.12 below.



          Section 5.3 Survival; Limitation of Liability.
All representations and warranties of Seller contained in this Agreement shall
survive the Closing, provided that Buyer must give Seller written notice of any
claim it may have against Seller for a breach of any such representation or
warranty, or for breach of any covenants of Seller contained in this Agreement,
within two hundred seventy (270) days of the Closing Date. Any claim which Buyer may have at any time,
whether known or unknown, which is not asserted within such two hundred seventy
(270) day period shall not be valid or effective, and Seller shall have no
liability with respect thereto. Without
limiting the foregoing, Buyer may not bring any action against Seller for a 


10





breach of any
representation, warranty, indemnity or covenant of Seller contained in this
Agreement or in any agreement delivered by Seller to Buyer at Closing unless
and until the aggregate amount of all liability and losses arising out of any
such breach exceeds $25,000, it being Seller’s desire to curtail any frivolous
lawsuits. In addition, in no event will
Seller’s liability for all such breaches exceed, in the aggregate, five percent
(5%) of the Purchase Price. The
provisions of this Section 5.3 shall survive the Closing. 


          Section 5.4 Seller’s Knowledge. Buyer
expressly understands and agrees that the phrase “to the best of Seller’s
knowledge” as used in Section 5.1 means the actual knowledge only and not any
implied, imputed or constructive knowledge of Mr. Michael Biggar and Mr. Tyler
Higgins without any independent investigation having been made. 


ARTICLE VI


RISK OF LOSS AND INSURANCE PROCEEDS


          Section 6.1 Loss. Seller shall give Buyer
notice of the occurrence of damage or destruction of, or the commencement of
condemnation proceedings affecting, any portion of the Property. In the event that all or any material
portion of the Property is condemned, or destroyed or damaged by fire or other
casualty prior to the Closing and the cost to repair or restore any loss or
damage caused thereby is greater than ten percent (10%) of the Purchase Price,
then Buyer may, at its option to be exercised within ten (10) days of Seller’s
notice of the occurrence of the damage or destruction or the commencement of
condemnation proceedings, either terminate this Agreement or consummate the
purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement
or fails to give Seller notice within such ten (10) day period that Buyer will
proceed with the purchase, then this Agreement shall terminate at the end of
such ten (10) day period and the Deposit shall be returned to Buyer and neither
party shall have any further rights or obligations hereunder except as provided
in Sections 7.1, 10.3 and 10.12 below.
If (a) a portion of the Property is condemned or destroyed or damaged by
fire or other casualty prior to the Closing and the cost to repair or restore
any loss or damage caused thereby is equal to or less than ten percent (10%) of
the Purchase Price, or (b) Buyer elects within the aforesaid ten (10) day
period to proceed with the purchase, then this Agreement shall not terminate
and upon the Closing, there shall be a credit against the Purchase Price due
hereunder equal to the amount of any insurance proceeds or condemnation awards
collected by Seller as a result of any such damage or destruction or
condemnation, plus the amount of any insurance deductible, less any sums
expended by Seller toward the restoration or repair of the Property (but in no
event shall the amount of such credit exceed the Purchase Price). If the proceeds or awards have not been
collected as of the Closing, then such proceeds or awards shall be assigned to
Buyer, except to the extent needed to reimburse Seller for sums expended to collect
such proceeds or repair or restore the Property, and Buyer shall not receive
any credit against the Purchase Price with respect to such proceeds or awards;
provided, that if the amount of proceeds or awards subsequently received by
Buyer exceeds the Purchase Price, then Buyer shall pay to Seller any such
excess within ten (10) days after Buyer’s receipt of such proceeds or
awards. The provisions of this Section
6.1 shall survive the Closing. 


11





ARTICLE VII 


BROKERS AND EXPENSES 


          Section 7.1 Brokers. The parties represent
and warrant to each other that except for Kidder Mathews (representing the
Buyer) and CBRE, Inc. (representing the Seller) (collectively, the “Broker”),
whose commissions shall be paid by Seller upon Closing in accordance with the
provisions of a separate written agreement between Seller and Seller’s broker,
no broker or finder was instrumental in arranging or bringing about this
transaction and that there are no claims or rights for brokerage commissions or
finder’s fees in connection with the transactions contemplated by this
Agreement. If any person brings a claim
for a commission or finder’s fee based upon any contact, dealings or
communication with Buyer or Seller, then the party through whom such person
makes his claim shall defend the other party (the “Indemnified Party”) from such claim, and shall indemnify the
Indemnified Party and hold the Indemnified Party harmless from any and all
costs, damages, claims, liabilities or expenses (including, without limitation,
reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party
in defending against the claim. The
provisions of this Section 7.1 shall survive the Closing or, if the purchase
and sale is not consummated, any termination of this Agreement.  


          Section 7.2 Expenses. Except as provided in
Section 9.5 below, each party hereto shall pay its own expenses incurred in
connection with this Agreement and the transactions contemplated hereby. 


ARTICLE VIII


LEASES AND OTHER AGREEMENTS


          Section 8.1 Buyer’s Approval of New Leases and
Agreements Affecting the Property.
Between the Effective Date and the Closing Date (as defined in Section
9.2 below), Seller shall not enter into any new Lease or other agreement
affecting the Property, or modify or terminate any existing Lease or other
agreement affecting the Property, without first obtaining Buyer’s approval,
which may be withheld in Buyer’s sole discretion. Seller shall submit an actual copy of such new Lease or other
agreement, Lease or agreement modification, or Lease or agreement termination
at the time that Seller seeks Buyer’s approval. If Buyer fails to give Seller notice of its approval or
disapproval of any such proposed action within three (3) days after Seller
notifies Buyer of Seller’s desire to take such action, then Buyer shall be
deemed to have given its disapproval.
Notwithstanding anything to the contrary contained in this Section 8.1,
prior to the Closing Date, Seller may enter into any service contract affecting
the Property, or modify or terminate any existing service contracts affecting
the Property, without obtaining Buyer’s approval; provided, however that such
service contracts shall be terminable upon thirty (30) days prior notice. 


          Section 8.2 Intentionally Omitted. 


          Section 8.3 Tenant Notices. At the Closing,
Seller shall furnish Buyer with one (1) original signed notice in the form
attached hereto as Exhibit F, disclosing that the Property has been sold
to Buyer and that, after the Closing, all rents should be paid to Buyer (the “Tenant 


12






Notice Letter”).
After the Closing, Buyer shall distribute copies of the Tenant Notice Letter to
each tenant of the Property. 


ARTICLE IX


CLOSING AND ESCROW


          Section
9.1 Escrow Instructions. Upon execution of this
Agreement, the parties hereto shall deposit an executed counterpart of this
Agreement with the Title Company, and this instrument shall serve as the
instructions to the Title Company as the escrow holder for consummation of the
purchase and sale contemplated hereby. Seller and Buyer agree to execute such
reasonable additional and supplementary escrow instructions as may be
appropriate to enable the Title Company to comply with the terms of this
Agreement; provided, however, that in the event of any conflict between the
provisions of this Agreement and any supplementary escrow instructions, the
terms of this Agreement shall control. 


          Section
9.2 Closing. The Closing hereunder shall be held, and
delivery of all items to be made at the Closing under the terms of this
Agreement shall be made, at the offices of the Title Company. The Closing shall
occur on a date (the “Closing Date”)
specified by Seller upon five (5) days written notice to Buyer, but in no event
shall such Closing Date occur (i) earlier than five (5) days after the expiration
of the Contingency Period, or (ii) later than ten (10) days after the
expiration of the Contingency Period. Such date and time may not be extended
without the prior written approval of both Seller and Buyer, except as
otherwise expressly provided for in this Agreement. Closing shall occur and
Buyer’s funds shall be received on or before 11:00 A.M. Pacific Time on the
Closing Date, or such other time as designated by Seller’s lender, if any. 


          Section
9.3 Deposit of Documents. 


                    
(a) At or before the Closing, Seller shall deposit into escrow the following
items: 


                              (i)
the duly executed and acknowledged Deed conveying the Real Property to Buyer
subject to the Conditions of Title; 


                              (ii)
two (2) duly executed counterparts of the Bill of Sale; 


                              (iii)
two (2) duly executed counterparts of the Assignment and Assumption of Leases; 


                              (iv)
two (2) duly executed counterparts of the Assignment and Assumption of
Contracts; 


                              (v)
an affidavit pursuant to Section 1445(b)(2) of the United States Internal
Revenue Code of 1986, as amended (the “Federal
Code”) in the form attached hereto as Exhibit G, and on which Buyer
is entitled to rely, that Seller is not a “foreign person” within the meaning
of Section 1445(f)(3) of the Federal Code; 


13





                              (vi)
one (1) duly executed Tenant Notice Letter; and 


                              (vii)
a properly executed California Form 593-C. 


                    (b)
At or before Closing, Buyer shall deposit into escrow the following items: 


                              (i)
funds necessary to close this transaction; 


                              (ii)
two (2) duly executed counterparts of the Bill of Sale; 


                              (iii)
two (2) duly executed counterparts of the Assignment and Assumption of Leases;
and 


                              (iv)
two (2) duly executed counterparts of the Assignment and Assumption of
Contracts. 


                    (c)
Buyer and Seller shall each deposit such other instruments as are reasonably
required by the Title Company or otherwise required to close the escrow and
consummate the purchase and sale of the Property in accordance with the terms
hereof. Buyer and Seller hereby designate Title Company as the “Real Estate
Reporting Person” for the transaction pursuant to Section 6045(e) of the
Federal Code and the regulations promulgated thereunder. 


                    (d)
Seller shall deliver to Buyer originals (or to the extent originals are not
available, copies) of the Leases and originals (or to the extent originals are
not available, copies) of any other items which Seller was required to furnish
Buyer copies of or make available at the Property pursuant to Section 2.1
above, within five (5) business days after the Closing Date. Seller shall
deliver to Buyer a set of keys to the Property on the Closing Date. 


          Section
9.4 Estoppel Certificates.


                    (a)
Seller shall use its reasonable efforts to obtain estoppel certificates in the
form attached hereto as Exhibit H from each of the tenants of the Property;
provided that Buyer shall accept an estoppel certificate in lieu of that
attached as Exhibit H, provided that such certificate shall be in the form of
an estoppel which the applicable tenant is entitled to deliver under the terms
of its Lease.  


                    (b)
If Seller is unable to obtain estoppel certificates from such tenant(s) of the
Property, Seller may, but shall not be obligated to, deliver to Buyer and
warrant and represent to Buyer, with respect to such missing estoppel
certificates that as of the date represented and warranted: (A) to the best of
Seller’s knowledge the Leases for those tenants are in full force and effect;
(B) the amount of the tenants’ security deposits; (C) the dates through which
rent has been paid; and (D) to the best of Seller’s knowledge, neither any of
those tenants nor Seller is in default thereunder; provided, however, that
notwithstanding anything to the contrary set forth in this Section 9.4(b),
Seller shall be obligated to make such representations and warranties only to
the extent they are accurate. Subject to Section 9.4(c) below, Buyer shall be
obligated to accept Seller’s certification in lieu of any missing estoppel
certificates. Seller’s certification shall be of no further force and effect
upon Buyer’s receipt of an estoppel certificate from the applicable 


14





tenant pursuant
to Section 9.4(a) above. Seller’s representations and warranties in the
certificate shall survive the Closing, provided that upon delivery to Buyer of
an estoppel from the actual tenant which satisfies the requirements set forth
in Section 9.4(a) above, Seller’s estoppel delivered with respect to such
tenant shall be terminated and of no further force or effect.. 


                    (c)
If the conditions contained in Sections 9.4(a) and (b) above are not satisfied
on or before the Closing Date, and/or the content of the estoppel certificates
delivered by Seller to Buyer in lieu thereof materially deviate from those
described in Section 9.4(a) and 9.4(b), respectively, Buyer may deliver written
notice to Seller of any such unsatisfactory condition or material deviation and
of Buyer’s election to terminate this Agreement. Buyer shall deliver such
notice to Seller within two (2) business days after receipt of such estoppel.
Buyer’s failure to deliver such notice within such two (2) business day period shall
be deemed Buyer’s approval of such estoppel. If Buyer timely objects to such
estoppel, this Agreement shall terminate, in which event the Deposit shall be
returned to Buyer and neither party shall have any further rights or
obligations hereunder except as provided in Section 7.1 above and Sections 10.3
and 10.12 below. 


          Section
9.5 Prorations. 


                    (a)
With respect to the Property, Seller shall be entitled to all income produced
from the operation of the Property which is allocable to the period prior to
Closing and shall be responsible for all expenses allocable to that period; and
Buyer shall be entitled to all income and responsible for all expenses
allocable to the period beginning at 12:01 A.M. on the day Closing occurs. At
the Closing, all items of income and expense with respect to the Property
listed below shall be prorated in accordance with the foregoing principles and
the rules for the specific items set forth hereafter; provided, that Seller
shall cause the existing management contract for the Property to be terminated
as of the Closing Date: 


                              (i)
Seller shall arrange for a billing under all those Service Contracts for which
fees are based on usage and with utility companies for a billing for utilities,
to include all utilities or service used up to the day Closing occurs, and
Seller shall pay the resultant bills. In the event any of the Service Contracts
set forth in Schedule 4 extend over periods beyond the Closing the same shall
be prorated on a per diem basis. 


                              
(ii) All real estate taxes together with installments of special assessments
payable therewith attributable to the Property due and payable in the calendar
year in which the Closing occurs shall be prorated as of the Closing Date. Any
real estate taxes together with installments of special assessments payable
therewith due and payable in any calendar year which is (A) prior to the
calendar year in which Closing occurs shall be the obligation of Seller, and
(B) subsequent to the calendar year in which the Closing occurs shall be the
obligation of Buyer. In the event that as of the date Closing occurs the actual
tax bills for the tax year or years in question are not available then the
amount of tax to be prorated as aforesaid shall be based upon the rates,
millages and assessed valuation of the previous year, with known changes. With
respect to any assessments which can be paid in installments, Seller shall only
be responsible for installments which are payable on or before the Closing
Date. Seller shall receive credit for any previously paid or prepaid taxes
attributable to periods from and after the date of Closing. 


15





                              (iii)
Gas, water, electricity, heat, fuel, sewer and other utilities charges, and
annual fees for governmental licenses, permits and inspections relating to the
Property, shall be prorated on a per diem basis. 


                              (iv)
Rent under the Leases shall be apportioned as of the Closing Date to the extent
such rent has actually been collected as of such date. With respect to any rent
arrearages arising under the Leases for the period prior to the month in which
the Closing occurs, after Closing Buyer shall pay to Seller any rent actually collected
which is applicable to the period preceding the Closing Date; provided,
however, that all rent collected by Buyer shall be applied first to all unpaid
rent accruing after the Closing Date, and then to unpaid rent accruing prior to
the Closing Date. 


                              (v)
Where the Leases contain tenant obligations for taxes, common area expenses,
operating expenses or additional charges of any other nature (“Expense Reimbursements”), and where Seller
shall have collected any portion thereof in excess of amounts owed by Seller
for such items for the period prior to the Closing Date, then there shall be an
adjustment and credit given to Buyer on the Closing Date for such excess
amounts collected. Buyer shall apply all such excess amounts to the charges
owed by Buyer for such items for the period after the Closing Date and, if
required by the Leases, shall rebate or credit the tenants with any remainder
and shall indemnify, defend and hold Seller harmless with respect to such
obligation of Buyer. If it is determined that the amount collected during
Seller’s ownership period exceeded expenses incurred during the same period by
less than the amount previously credited to Buyer, then Buyer shall promptly
pay to Seller the difference. If it is determined that the amount collected
during Seller’s ownership period was less than the expenses incurred by Seller
during the same period, then Buyer shall promptly pay to Seller the amount of
such deficiency upon collection of same from the tenants. Seller shall not
receive at Closing any credit for Expense Reimbursements which have not
actually been incurred by Seller and collected from the tenants. To the extent
Buyer collects any Expense Reimbursements after the Closing, such amounts shall
be applied by Buyer in the same order as rent is to be applied pursuant to
Subsection (iv) above. 


                              (vi)
All prepaid rentals and other prepaid payments attributable to Buyer’s period
of ownership, security deposits not applied against tenant’s obligations under
the tenant Leases, electric, gas, sewer and water deposits deposited with
Seller by tenants (including all accrued interest on all of the foregoing,
unless Seller is entitled to retain the benefit thereof) under any Leases,
license agreements or concession agreements relating to the Property, shall all
belong to Buyer and all shall be assigned and delivered to Buyer at the
Closing. Notwithstanding the foregoing, the amount of any security deposits
received by Seller and not applied against tenant’s obligations under the
tenant Leases shall be credited against the Purchase Price and Seller shall be
entitled to retain such deposits. The Purchase Price shall be increased by the
amount of any utility deposits paid by Seller with respect to the Property.
Buyer shall indemnify, defend and hold Seller harmless with respect to any
prepaid amounts or security deposits delivered or credited to Buyer at Closing.



                    (b)
Seller shall determine the aforesaid prorations and deliver such prorations to
Buyer on or before the date that is three (3) business days before the Closing
Date. Upon approval by Buyer, the parties shall deliver the approved prorations
statement to the Title 


16





Company. If
any of the aforesaid prorations cannot be calculated accurately as of the date
that is three (3) business days prior to the Closing Date, then the parties
shall prorate based upon reasonable estimates of the applicable costs and
expenses. All prorations made pursuant to the terms of this Section 9.5 shall
be final and binding upon Buyer and Seller as of Closing and shall not be
subject to subsequent adjustments after Closing. 


                    (c)
Buyer shall pay for (i) the Survey (including, without limitation, the cost to
update, recertify or otherwise revise any existing survey for the Property),
(ii) the premium for the Title Policy (to the extent not required to be paid by
Seller pursuant to subsection (v) below), the cost of any endorsements to the
Title Policy, and the cost of any related title examination charges, and (iii)
all costs relating to any financing obtained by Buyer (including, without
limitation, mortgage recording taxes, if applicable). Seller shall pay for (i)
any escrow fees and expenses, (ii) any and all county and state transfer taxes
or documentary stamp taxes applicable to the sale of the Property, (iii) any
personal property taxes applicable to the sale of the Property, (iv) any
recording charges, and (v) the premium attributable to the “CLTA” or standard
coverage portion of the Title Policy. Seller and Buyer shall pay their
respective attorneys’ fees. All other fees and expenses applicable to the sale
shall be prorated between Buyer and Seller in accordance with customary
practice for Santa Clara County, California. 


                    (d)
The provisions of this Section 9.5 shall survive the Closing. 


ARTICLE X


MISCELLANEOUS


          Section
10.1 Notices. Subject to Section 8.2, any notices
required or permitted to be given hereunder shall be given in writing and shall
be delivered (a) in person, (b) by certified mail, postage prepaid, return
receipt requested, (c) by a commercial overnight courier that guarantees next
day delivery and provides a receipt, or (d) by telefacsimile, telecopy or email
in PDF format, and such notices shall be addressed as follows: 


	
  

 	
  

 	
  

 
	
 If to Buyer:

 	
  

 	
 Pericom
 Semiconductor Corporation

 
	
  

 	
  

 	
 3545 N.
 First Street

 
	
  

 	
  

 	
 San Jose, CA
 95134

 
	
  

 	
  

 	
 Attention:
 Aaron Tachibana

 
	
  

 	
  

 	
 Telephone:
 (408) 435-0800 x273

 
	
  

 	
  

 	
 Telecopy:
 (408) 435-1100

 
	
  

 	
  

 	
 Email:
 atachibana@pericom.com

 
	
  

 	
  

 	
  

 
	
 With a copy to:

 	
  

 	
 Hopkins
 & Carley

 
	
  

 	
  

 	
 200 Page
 Mill Road, Suite 200

 
	
  

 	
  

 	
 Palo Alto,
 CA 94306

 
	
  

 	
  

 	
 Attention:
 Garth E. Pickett, Esq.

 
	
  

 	
  

 	
 Telephone:
 (650) 804-7611

 
	
  

 	
  

 	
 Telecopy:
 (408) 938-6249

 
	
  

 	
  

 	
 Email:
 gpickett@hopkinscarley.com

 


17









	
  

 	
  

 	
  

 
	
 If to Seller:

 	
  

 	
 Barber Lane
 Investors, LLC

 
	
  

 	
  

 	
 c/o Orchard
 Partners, LLC

 
	
  

 	
  

 	
 615 National
 Avenue, Suite 200

 
	
  

 	
  

 	
 Mountain
 View, CA 94043

 
	
  

 	
  

 	
 Attention:
 Michael Biggar

 
	
  

 	
  

 	
 Telephone:
 (650) 938-9900

 
	
  

 	
  

 	
 Telecopy:
 (650) 938-4318

 
	
  

 	
  

 	
 Email:
 mbiggar@orchardpartners.com

 
	
  

 	
  

 	
  

 
	
 With a copy to:

 	
  

 	
 Barber Lane
 Investors, LLC

 
	
  

 	
  

 	
 c/o Pacific
 Coast Capital Partners, LLC

 
	
  

 	
  

 	
 555
 California Street, Suite 3450

 
	
  

 	
  

 	
 San
 Francisco, CA 94104

 
	
  

 	
  

 	
 Attention:
 Mason Ross

 
	
  

 	
  

 	
 Telephone:
 (415) 732-7492

 
	
  

 	
  

 	
 Telecopy:
 (415) 732-7547

 
	
  

 	
  

 	
 Email:
 mross@pccpllc.com

 
	
  

 	
  

 	
  

 
	
 With a copy to:

 	
  

 	
 Morrison
 & Foerster llp

 
	
  

 	
  

 	
 755 Page
 Mill Road

 
	
  

 	
  

 	
 Palo Alto,
 California 94304-1018

 
	
  

 	
  

 	
 Attention:
 Philip J. Levine, Esq.

 
	
  

 	
  

 	
 Telephone:
 (650) 813-5613

 
	
  

 	
  

 	
 Telecopy:
 (650) 494-0792

 
	
  

 	
  

 	
 Email:
 plevine@mofo.com

 



or to such
other address as either party may from time to time specify in writing to the
other party. Any notice shall be deemed delivered when actually delivered, if
such delivery is in person, upon deposit with the U.S. Postal Service, if such
delivery is by certified mail, upon deposit with the overnight courier service,
if such delivery is by an overnight courier service, and upon transmission, if
such delivery is by telefacsimile, telecopy or email in PDF format. 


          Section
10.2 Entire Agreement. This Agreement, together with
the Exhibits attached hereto, contain all representations, warranties and
covenants made by Buyer and Seller and constitute the entire understanding
between the parties hereto with respect to the subject matter hereof. Any prior
correspondence, memoranda or agreements are replaced in total by this Agreement
together with the Exhibits hereto. 


          Section
10.3 Entry and Indemnity. In connection with any entry
by Buyer, or its agents, employees or contractors onto the Property, Buyer
shall give Seller reasonable advance notice of such entry and shall conduct
such entry and any inspections in connection therewith so as to minimize, to
the greatest extent possible, interference with Seller’s business and the
business of Seller’s tenants and otherwise in a manner reasonably acceptable to
Seller. Without limiting the foregoing, prior to any entry to perform any
on-site testing, Buyer shall give Seller notice thereof, including the identity
of the company or persons who will perform such testing and the proposed scope
of the testing. In the event that Buyer proposes to perform any 


18





destructive or
invasive testing, Seller shall approve or disapprove, in Seller’s sole and
absolute discretion, the proposed destructive or invasive testing within three
(3) business days after receipt of such notice. Seller’s failure to provide
such notice shall be deemed disapproval. If Buyer or its agents, employees or
contractors take any sample from the Property in connection with any such
approved testing, at Seller’s request, Buyer shall provide to Seller a portion
of such sample being tested to allow Seller, if it so chooses, to perform its
own testing. Seller or its representative may be present to observe any testing
or other inspection performed on the Property. Upon Seller’s request, Buyer
shall promptly deliver to Seller copies of any reports relating to any testing
or other inspection of the Property performed by Buyer or its agents, employees
or contractors. Buyer shall maintain, and shall ensure that its contractors
maintain, statutory workers compensation coverage and at least $1,000,000 of
public liability and property damage insurance, each such policy naming Seller
and its affiliates as additional insures, and otherwise in form and substance
adequate to insure against all liability of Buyer and its agents, employees or
contractors, arising out of any entry or inspections of the Property pursuant
to the provisions hereof, and Buyer shall provide Seller with evidence of such
insurance coverage upon request by Seller. Buyer shall indemnify, defend and
hold Seller harmless from and against any costs, damages, liabilities, losses,
expenses, liens or claims (including, without limitation, reasonable attorneys’
fees) arising out of or relating to any entry on the Property by Buyer, its
agents, employees or contractors in the course of performing the inspections,
testing or inquiries provided for in this Agreement. The foregoing indemnity
shall survive beyond the Closing, or, if the sale is not consummated, beyond
the termination of this Agreement. 


          Section
10.4 Time. Time is of the essence in the performance
of each of the parties’ respective obligations contained herein. 


          Section
10.5 1031 Exchange. The parties acknowledge and agree
that either party may elect to assign their interest in this Agreement to an
exchange facilitator by means of one or more escrows for the purpose of
completing an exchange of such Property in a transaction which will qualify for
treatment as a tax deferred exchange pursuant to the provisions of Section 1031
of the Internal Revenue Code of 1986 and applicable state revenue and taxation
code sections (a “1031 Exchange”).
Each party agrees to reasonably cooperate with any party so electing in
implementing any such assignment and 1031 Exchange, provided that such
cooperation shall not entail any additional expense to the non-electing party,
cause such party to take title to any other property or cause such party
exposure to any liability or loss of rights or benefits contemplated by this
Agreement, and the electing party shall indemnify, defend and hold the
non-electing party harmless from any liability, damage, loss, cost or other
expense including, without limitation, reasonable attorneys’ fees and costs,
resulting or arising from the implementation of any such assignment and 1031
Exchange. No such assignment by any party shall relieve such party from any of
its obligations hereunder, nor shall such party’s ability to consummate a tax
deferred exchange be a condition to the performance of such party’s obligations
under this Agreement. 


          Section
10.6 Attorneys’ Fees. If either party hereto fails to
perform any of its obligations under this Agreement or if any dispute arises
between the parties hereto concerning the meaning or interpretation of any
provision of this Agreement, then the defaulting party or the party not
prevailing in such dispute, as the case may be, shall pay any and all costs and
expenses incurred by the other party (including such other party’s broker) on
account of such default and/or in enforcing or establishing its rights
hereunder, including, without limitation, court costs 


19





and reasonable
attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses
incurred by either party in enforcing a judgment in its favor under this
Agreement shall be recoverable separately from and in addition to any other
amount included in such judgment, and such attorneys’ fees obligation is
intended to be severable from the other provisions of this Agreement and to
survive and not be merged into any such judgment. 


          Section
10.7 Jury Trial Waiver & Judicial Reference. 


                    (a)
The parties hereby agree to waive any right to trial by jury with respect to
any action or proceeding (i) brought by either party or any other party,
relating to (A) this Agreement and/or any understandings or prior dealings
between the parties hereto, or (B) the Property or any part thereof, or (ii) to
which Seller is a party. The parties hereby acknowledge and agree that this
Agreement constitutes a written consent to waiver of trial by jury pursuant to
any applicable state statutes. 


                    (b)
If the waiver of jury trial set forth in Section 10.7(a) above is not
enforceable for any reason, then the parties hereby agree that, to the extent
allowed by law, any dispute, controversy or other claim arising out of or
relating to this Agreement for the breach or interpretation hereof shall, at
the written request of either party, be resolved by general Judicial Reference
pursuant to California Code of Civil Procedure Sections 638 and 641 through 645
or any successor statutes hereto. The parties shall select a single neutral
referee, who shall be a retired state or federal judge. In the event the parties
cannot agree upon a referee, the referee shall be appointed by the court. The
referee shall determine all issues relating to the dispute, controversy or
claim, and shall report a statement of decision to the court. The parties shall
equally bear the fees and expenses of the referee, unless the referee otherwise
provides in the statement of decision. However, the prevailing party shall be
entitled to reimbursement of attorney fees, costs, and expenses incurred in
connection with the reference. The parties agree that each party shall have the
right to cause an appeal to be taken from the referee’s decision to a court of
competent jurisdiction in the same manner as a judicial appeal arising out of
an order or judgment from a California superior court in a civil action and all
of the same rules, rights and remedies shall be applied to both parties with
respect to any such appeal including matters of fact, matters of law, standards
for review and substantive and procedural laws. Judgment may be entered upon any
such final decision in accordance with applicable law in any court having
jurisdiction thereof. The referee (if permitted under applicable law) or such
court may issue a writ of execution to enforce the referee’s decision. 


          Section
10.8 No Merger. The obligations contained herein that
expressly survive the Closing shall not merge with the transfer of title to the
Property but shall remain in effect until fulfilled. 


          Section
10.9 Assignment. Buyer’s rights and obligations
hereunder shall not be assignable without the prior written consent of Seller,
in its sole discretion; provided, that Buyer may assign this Agreement, without
Seller’s consent but on prior written notice to Seller given at least four (4)
business days prior to the Closing, to an entity controlled by, controlling of
or under common control with Buyer. In no event shall Buyer be released from
any of its obligations or liabilities hereunder in the event of any assignment
of this Agreement. Subject to 


20





the foregoing,
this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns. 


          Section
10.10 Counterparts and Electronic Transmissions. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and
the same instrument. The parties contemplate that they may be executing
counterparts of this Agreement transmitted by facsimile or email in PDF format
and agree and intend that a signature by either facsimile machine or email in
PDF format shall bind the party so signing with the same effect as though the
signature were an original signature. 


          Section
10.11 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of California. 


          Section
10.12 Confidentiality. Buyer and Seller shall each
maintain as confidential any and all material obtained about the other and, in
the case of Buyer, about the Property, and shall not disclose such information
to any third party except for disclosures required by court order or subpoena
or to Buyer’s agents, brokers or attorneys who are made aware of the
restrictions set forth in this Section 10.12. In addition, neither party shall
issue any press release or other public announcement regarding this transaction
without first obtaining the other party’s written approval with respect to the
release or announcement and the content thereof. Notwithstanding the foregoing,
Buyer shall not disclose any information regarding the economic terms of this
transaction. Furthermore, Buyer agrees to maintain as confidential any terms of
the Lender’s Consent for the benefit of Seller’s Lender, as a third party
beneficiary under this Agreement. This provision shall survive the Closing (for
a period of six (6) months) or any termination of this Agreement. 


          Section
10.13 Maintenance of the Property, Insurance. Between
Seller’s execution of this Agreement and the Closing, Seller shall maintain the
Property in the same manner as before the making of this Agreement, as if
Seller were retaining the Property; provided that Seller shall not be obligated
to make any extraordinary repairs or make any capital improvements to the
Property. Through the Closing Date, Seller shall maintain or cause to be
maintained, at Seller’s sole cost and expense, Seller’s existing policy or
policies of insurance insuring the Property. 


          Section
10.14 Interpretation of Agreement. The article, section
and other headings of this Agreement are for convenience of reference only and
shall not be construed to affect the meaning of any provision contained herein.
Where the context so requires, the use of the singular shall include the plural
and vice versa and the use of the masculine shall include the feminine and the
neuter. The term “person” shall include any individual, partnership, joint
venture, corporation, trust, unincorporated association, any other entity and
any government or any department or agency thereof, whether acting in an
individual, fiduciary or other capacity. All references to time are to Pacific
Time Zone time (“Pacific Time”)
unless expressly stated otherwise. 


          Section
10.15 General Rules of Construction. The parties
acknowledge that this Agreement has been freely negotiated by both parties,
that each party has had the opportunity to review and revise this Agreement,
that each party has had the opportunity to consult with counsel 


21





with regard to
this Agreement, and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed
in the interpretation of this Agreement or any amendments or exhibits to this
Agreement. 


          Section
10.16 Authority of Buyer. Buyer represents and
warrants to Seller that Buyer is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of California. Buyer
further represents and warrants to Seller that this Agreement and all documents
executed by Buyer which are to be delivered to Seller at Closing (a) are or at
the time of Closing will be duly authorized, executed and delivered by Buyer,
(b) are or at the time of Closing will be legal, valid and binding obligations
of Buyer, and (c) do not and at the time of Closing will not violate any
provision of any agreement or judicial order to which Buyer is party or to
which Buyer is subject. Buyer represents and warrants to Seller that neither
Buyer nor an affiliate of Buyer is subject to sanctions of the United States
government or in violation of any federal, state, municipal or local laws,
statutes, codes, ordinances, orders, decrees, rules or regulations relating to
terrorism or money laundering, including, without limitation, Executive Order
No. 13224, 66 Fed. Reg. 49079 (published September 23, 2001) (the “Terrorism Executive Order”) or is similarly
designated under any related enabling legislation or any other similar
Executive Orders (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and
regulations promulgated under authority granted by the Trading with the Enemy
Act, 50 U.S.C. App. 1-44, as amended from time to time, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-07, as amended from time to
time, the Iraq Sanctions Act, Publ. L. No. 101-513; United Nations Participation
Act, 22 U.S.C. § 287c, as amended from time to time, the International Security
and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time to
time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time to
time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 6021-6091,
as amended from time to time, and The Foreign Narcotics Kingpin Designation
Act, 21 U.S.C. §§ 1901-1908, 8 U.S.C. § 1182, as amended from time to time. The
Buyer’s representations and warranties set forth in this Section 10.16 and
anywhere else in this Agreement shall survive the Closing or any termination of
this Agreement. 


          Section
10.17 Limited Liability. The obligations of Seller
shall not be personally binding upon, nor shall any resort be had to, the
private properties of any of its members, managers, trustees, officers,
directors or shareholders, the members, managers, general partners, officers,
directors or shareholders thereof, or any employees or agents of Seller. 


          Section
10.18 Amendments. This Agreement may be amended or
modified only by a written instrument signed by Buyer and Seller. 


          Section
10.19 No Recording. Neither this Agreement or any
memorandum or short form thereof may be recorded by Buyer. 


          Section
10.20 Effective Date. As used herein, the term “Effective Date” shall mean the first date
on which both Seller and Buyer shall have executed this Agreement. 


22





          Section
10.21 Deadlines on Non-Business Days. In the event any
deadline specified herein falls on a day which is not a regular business day
(including, without limitation, any day where the banks in San Francisco,
California or the offices of the Escrow Agent in San Francisco, California, are
closed), then the deadline shall be extended to the end of the next following
regular business day. 


          Section
10.22 Joint and Several Obligations. If two (2) or
more individuals, corporations, or other entities constitute Buyer (even though
the defined term for Buyer is used in the singular), all agreements, covenants,
representations and warranties of Buyer herein are the joint and several
obligations of the individuals or entities constituting Buyer. If the
individuals constituting Buyer are husband and wife, their joint and several
obligations hereunder shall be binding upon both their community property and
the sole and separate property and all other assets of each. If two (2) or more
individuals, corporations, or other entities constitute Buyer, Seller shall have
the right to join one or all of them in any proceeding or to proceed against
them in any order. 


          Section
10.23 Marketing Rights. Seller shall have the right to
continue to market the Property and to negotiate and enter into back-up offers
during the term of this Agreement. 


 [Intentionally left blank]


23






                    The
parties hereto have executed this Agreement as of the respective dates written
below.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SELLER:

 	
  

 	
 BARBER LANE INVESTORS, LLC,

 
	
  

 	
  

 	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited

 
	
  

 	
  

 	
  

 	
 liability
 company, its administrative member

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date: 

 	
  

 	
  

 	
 By: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BUYER:

 	
  

 	
 PERICOM SEMICONDUCTOR

 
	
  

 	
  

 	
  

 	
 CORPORATION

 
	
  

 	
  

 	
  

 	
 a California
 corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date: 

 	
  

 	
  

 	
 By: 

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 
	
 [Parties must also initial Section 1.2(b)(iii)]

 


S-1










SCHEDULE 1


PERSONAL PROPERTY


None.





SCHEDULE 2


DUE DILIGENCE DOCUMENTATION


	
  

 	
  

 
	
 1.

 	
 First and
 Second Floor Plans; 

 
	
 2.

 	
 Reidenbaugh
 Hufford Property Condition Report dated September 26, 2007; 

 
	
 3.

 	
 Kier &
 Wright ALTA Survey dated October 3, 2007; 

 
	
 4.

 	
 2012 Budget
 for the Property; 

 
	
 5.

 	
 The
 following Contracts: Moreno Janitorial, Otis Elevator (not signed),
 Perfection Parking Lot Sweeping, Dismore Landscaping; 

 
	
 6.

 	
 AT&T
 Antenna Site License dated November 12, 2003; First Amendment dated June 24,
 2009; and Second Amendment dated October 6, 2011; and 

 
	
 7.

 	
 Final URS
 Phase I Environmental Site Assessment dated October 8, 2007. 

 


1





SCHEDULE 3


LIST OF LEASES AND NOTICES OF DEFAULT UNDER
SUCH LEASES


1. AT&T
Antenna Site License dated November 12, 2003, First Amendment dated June 24,
2009, Second Amendment dated October 6, 2011


1





SCHEDULE 4


LIST OF SERVICE CONTRACTS


	
  

 	
  

 
	
 1.

 	
 Dinsmore
 Landscape Company dated September 12, 2011 

 
	
 2.

 	
 Perfection
 Sweeping dated September 27, 2011 

 
	
 3.

 	
 Moreno &
 Associates (Janitorial) dated October 1, 2011 

 
	
 4.

 	
 Otis
 Elevator Company dated February 14, 2012 

 
	
 5.

 	
 RFI Fire
 Monitoring Contract dated March 20, 2012 

 


1





SCHEDULE 5


LITIGATION LIST


None. 


1





EXHIBIT A


DESCRIPTION OF REAL PROPERTY


Real property
in the City of Milpitas, County of Santa Clara, State of California, described
as follows: 


PARCEL 3, AS
SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”,
WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT
PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST
11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. 


APN:
086-03-038 ARB: 086-03-001-06-02 


A–1





EXHIBIT B


GRANT DEED


	
  

 	
  

 	
  

 	
  

 
	
 Recording
 Requested By and 

 	
  

 	
  

 
	
  When Recorded Return To: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 Attention: 

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Documentary
 Transfer Tax is not of public record and is shown on a separate sheet
 attached to this deed.

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	 

 	 

 
	
  (Space above this line for Recorder’s use)

 


GRANT DEED


          FOR
VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, BARBER LANE
INVESTORS, LLC, a Delaware limited liability company, hereby grants to
__________________________, a __________________________, the real property
located in the City of Milpitas, County of Santa Clara, State of California,
described on Exhibit A attached hereto and made a part hereof. 


          Provided,
however, that this Deed and the warranty of title contained herein is made
expressly subject to the following: 


          A.
Real property taxes not yet due and payable; 


          B.
All zoning and other regulatory laws and ordinances affecting the Property; 


          C.
All restrictions, reservations, covenants, conditions, declarations, easements
and rights of way of record and all other matters of record affecting the
Property; 


          D.
All matters shown or that would be shown on a current ALTA survey of the
Property; and 


          E.
All those matters set forth on the list of Permitted Exceptions attached hereto
as Exhibit B and made a part hereof. 


B–1





          Executed
as of this _____ day of __________, 2012. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BARBER LANE INVESTORS, LLC,

 
	
  

 	
 a Delaware
 limited liability company 

 
	
  

 	
  

 
	
  

 	
 By BH Barber
 Lane, LLC, a California limited 

 
	
  

 	
 liability
 company, its administrative member 

 
	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	 

 


B–2









	
  

 	
  

 
	
 State of
 California 

 	
 )

 
	
  

 	
 ) ss.

 
	
 County of
 ___________________ 

 	
 )

 



          On
_________________________ before me, (here insert name and title of the
officer), 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  ___________________________ (Seal) 


B–3





EXHIBIT A TO DEED


REAL PROPERTY DESCRIPTION


Real property
in the City of Milpitas, County of Santa Clara, State of California, described
as follows: 


PARCEL 3, AS
SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”,
WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT
PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST
11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. 


APN:
086-03-038 ARB: 086-03-001-06-02 


B–4





EXHIBIT B TO DEED


PERMITTED EXCEPTIONS


B–5





_______________,
2012 


_______________
County Recorder 

______________________________ 

_______________, California _____ 


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Request That
 Statement of Documentary 

 
	
  

 	
  

 	
 Transfer Tax
 Not be Recorded 

 



Dear Sir or
Madam: 


          Request
is hereby made in accordance with Section 11932 of the Revenue and Taxation
Code that this statement of tax due not be recorded with the attached deed but
be affixed to the deed after recordation and before return as directed on the
deed. 


          The
attached deed names BARBER LANE INVESTORS, LLC, a Delaware limited liability
company, as grantor and __________________________, a
__________________________, as grantee. 


          The
property being transferred and described in the attached deed is located in the
City of Milpitas, County of Santa Clara, State of California. 


          The
amount of Documentary Transfer Tax due on the attached deed is $__________
computed on full value of the property conveyed. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SELLER:

 	
 BARBER LANE INVESTORS, LLC, 

 a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited 

 liability company, its administrative member

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 


B–6





EXHIBIT C


BILL OF SALE


          For
good and valuable consideration, the receipt of which is hereby acknowledged,
BARBER LANE INVESTORS, LLC, a Delaware limited liability company (“Seller”), does hereby sell, transfer, and
convey to __________________________, a __________________________
(collectively, “Buyer”), any and
all personal property owned by Seller and located on and used in connection
with the operation of that certain real property located in the City of
Milpitas, County of Santa Clara, State of California, described on Exhibit A
attached hereto and made a part hereof, as such personal property is more
particularly described in the attached Schedule 1. 


          BUYER
ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH PERSONAL
PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON
ANY REPRESENTATIONS OR WARRANTIES OF
ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS
TO ANY MATTERS CONCERNING SUCH PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES AS TO TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. 


          This
Bill of Sale may be executed in two or more counterparts, each of which shall
be deemed an original but all of which taken together shall constitute one and
the same instrument. 


C–1





          Dated
this _____ day of __________, 2012. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SELLER:

 	
 BARBER LANE INVESTORS, LLC, 

 a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited liability
company, its administrative member

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BUYER:

 	
 __________________________,

 
	
  

 	
  

 	
 a
 __________________________

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	 

 


C–2





SCHEDULE 1 TO BILL OF SALE


LIST OF PERSONAL PROPERTY


 [to come]


C–3





EXHIBIT A TO BILL OF SALE


REAL PROPERTY DESCRIPTION


Real property
in the City of Milpitas, County of Santa Clara, State of California, described
as follows: 


PARCEL 3, AS
SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”,
WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT
PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST
11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. 


APN:
086-03-038 ARB: 086-03-001-06-02 


C–4






EXHIBIT D


ASSIGNMENT AND ASSUMPTION OF LEASE


          THIS
ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”)
dated as of__________________, 2012, is between BARBER LANE INVESTORS, LLC, a
Delaware limited liability company (“Assignor”),
and __________________________, a __________________________ (“Assignee”). 


          A.
Assignor is the lessor under that certain lease executed with respect to that
certain real property and improvements thereon located in the City of Milpitas,
County of Santa Clara, State of California, and more particularly described in
Exhibit A attached hereto (the “Property”),
which lease is described in Schedule 1 attached hereto (the “Lease”). 


          B.
Assignor and Assignee have entered into an Agreement of Purchase and Sale dated
as of __________, 2012 (the “Agreement”),
pursuant to which Assignee agreed to purchase the Property from Assignor and
Assignor agreed to sell the Property to Assignee, on the terms and conditions
contained therein. 


Assignor
desires to assign its interest as Lessor in the Lease to Assignee, and Assignee
desires to accept the assignment thereof, on the terms and conditions below. 


          ACCORDINGLY,
the parties hereby agree as follows: 


          1.
As of the date on which the Property is conveyed to Assignee pursuant to the
Agreement (the “Conveyance Date”),
Assignor hereby assigns to Assignee all of its right, title and interest in and
to the Lease; provided, that Assignor reserves its right to sue a tenant under
a Lease for damages suffered by Assignor as a result of such tenant’s failure
to have paid any rents to Assignor which were payable prior to the Conveyance
Date so long as any such suit does not seek a termination of the Lease. 


          2.
Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless
from any and all liabilities, losses, claims, damages, costs or expenses,
including, without limitation, reasonable attorneys’ fees and costs
(collectively, “Claims”),
originating prior to the Conveyance Date and arising out of the landlord’s
obligations under the Lease. 


          3.
As of the Conveyance Date, Assignee hereby assumes all of Assignor’s
obligations under the Lease and agrees to indemnify Assignor against and hold
Assignor harmless from any and all Claims originating on or subsequent to the
Conveyance Date and arising out of the landlord’s obligations under the Lease. 


          4.
In the event of any dispute between Assignor and Assignee arising out of the
obligations of the parties under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the losing party shall pay
the prevailing party’s costs and expenses of such dispute, including, without
limitation, reasonable attorneys’ fees and costs. 


          5.
This Assignment shall be binding on and inure to the benefit of the parties
hereto and their respective successors and assigns. 


D–1







          6.
This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.


          7.
The obligations of Assignor are intended to be binding only on the property of
the Assignor and shall not be personally binding upon, nor shall any resort be
had to, the private property of any of its trustees, officers, directors or
shareholders, its investment manager, the partners, officers, directors or
shareholders thereof, or any employees or agents of the Assignor or the
investment manager. The obligations of Assignor are subject to the limitations
on liability contained in Section 5.3 of the Agreement.


          Assignor
and Assignee have executed this Assignment the day and year first above
written.



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR:

 	
 BARBER LANE INVESTORS, LLC, 

 a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited liability 

 company, its administrative member

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNEE:

 	
 __________________________,

 
	
  

 	
  

 	
 a__________________________

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
 Title: 

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 
												


D–2





EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF
LEASES


REAL PROPERTY DESCRIPTION


Real property
in the City of Milpitas, County of Santa Clara, State of California, described
as follows: 


PARCEL 3, AS
SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”,
WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT
PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST
11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. 


APN:
086-03-038 ARB: 086-03-001-06-02 


D–3





SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION OF
LEASES


LIST OF LEASES


1. [to come] 


D–4





EXHIBIT E


ASSIGNMENT AND ASSUMPTION OF CONTRACTS,

WARRANTIES AND GUARANTIES AND OTHER INTANGIBLE PROPERTY


          THIS
ASSIGNMENT AND ASSUMPTION OF CONTRACTS, WARRANTIES AND GUARANTIES AND OTHER
INTANGIBLE PROPERTY (this “Assignment”)
dated as of__________, 2012, is between BARBER LANE INVESTORS, LLC, a Delaware
limited liability company (“Assignor”),
and __________________________, a __________________________ (“Assignee”). 


          A.
Assignor owns certain real property and certain improvements thereon located in
the City of Milpitas, County of Santa Clara, State of California, and more
particularly described in attached Exhibit A (the “Property”).



          B.
Assignor has entered into certain contracts which affect the Property, which
contracts are described on Exhibit B attached hereto (the “Contracts”). 


          C.
Assignor and Assignee have entered into an Agreement of Purchase and Sale dated
as of __________, 2012 (the “Agreement”),
pursuant to which Assignee agreed to purchase the Property from Assignor and
Assignor agreed to sell the Property to Assignee, on the terms and conditions
contained therein. 


          D.
Assignor desires to assign to Assignee its interest in the Contracts and in certain
warranties, guaranties, and intangible personal property with respect to the
Property (except that, to the extent that any such Contracts or other agreements are
part of portfolio agreements, they shall not be assignable), and Assignee desires to
accept the assignment thereof, on the terms and conditions below. 


          ACCORDINGLY,
the parties hereby agree as follows: 


          1.
As of the date on which the Property is conveyed to Assignee pursuant to the Agreement (the
“Conveyance Date”), Assignor
hereby assigns without recourse or warranty of enforceability all of its right,
title and interest in and to the following: 


                    (a) all of the Contracts approved by Assignee
and listed on Exhibit B;


                    (b) any warranties and guaranties (“Warranties and Guaranties”)
made by or received from any third party with respect to any improvements owned by
Assignor on the Property; and 


                    (c) any intangible property now owned by
Assignor in connection with the Property excluding claims by Assignor, if any,
arising out of matters occurring before the Conveyance Date. 


          2.
Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless
from any and all liabilities, losses, damages, claims, costs or expenses,
including, 


E–1





without
limitation, reasonable attorneys’ fees and costs (collectively, “Claims”), originating prior to the
Conveyance Date and arising out of Assignor’s obligations under the Contracts. 


          3.
Concurrently with the conveyance of Assignor’s interest in the Property to
Assignee, Assignee hereby assumes all of Assignor’s obligations under the
Contracts and agrees to indemnify Assignor against and hold Assignor harmless
from any and all Claims originating on or subsequent to the Conveyance Date and
arising out of Assignee’s obligations under the Contracts. 


          4.
In the event of any dispute between Assignor and Assignee arising out of the
obligations of Assignor under this Assignment or concerning the meaning or
interpretation of any provision contained herein, the losing party shall pay
the prevailing party’s costs and expenses of such dispute, including, without
limitation, reasonable attorneys’ fees and costs. 


          5.
This Assignment shall be binding on and inure to the benefit of the parties
hereto and their respective successors and assigns. 


          6.
This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument. 


          7. The
obligations of Assignor are intended to be binding only on the property of the Assignor and
shall not be personally binding upon, nor shall any resort be had to, the
private properties of any of its trustees, officers, directors or shareholders,
its investment manager, the partners, officers, directors or shareholders
thereof, or any employees or agents of the Assignor or the investment manager.
The obligations of Assignor are subject to the limitations on liability
contained in Section 5.3 of the Agreement. 


          Assignor
and Assignee have executed this Assignment the day and year first above
written. 


E–2









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNOR: 

 	
 BARBER LANE INVESTORS, LLC, 

 a Delaware limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By BH Barber
 Lane, LLC, 

 a California limited liability company, its administrative member

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ASSIGNEE:

 	
 ________________________,

 
	
  

 	
  

 	
 a __________________________
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 	 

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 
 	 

 
	
  

 	
  

 	
 Title:   

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 
 	 

 
								






E–3






EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF
CONTRACTS


REAL PROPERTY DESCRIPTION


Real property
in the City of Milpitas, County of Santa Clara, State of California, described
as follows: 


PARCEL 3, AS
SHOWN ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, BEING ALL OF PARCEL E, ETC”,
WHICH MAP WAS FILED FOR RECORD IN THE OFFICE OF THE RECORDER OF THE COUNTY OF
SANTA CLARA, STATE OF CALIFORNIA ON JANUARY 11, 1980 IN BOOK 457 OF MAPS, AT
PAGE(S) 18, AND AS CORRECTED BY THAT CERTIFICATE OF CORRECTION, RECORDED AUGUST
11, 1980 IN BOOK F497 OF OFFICIAL RECORDS, PAGE 35. 


APN:
086-03-038 ARB: 086-03-001-06-02 


E–4





EXHIBIT B TO ASSIGNMENT AND ASSUMPTION OF
CONTRACTS


LIST OF APPROVED CONTRACTS


E–5





EXHIBIT F


TENANT NOTICE LETTER


__________, 2012


	
  

 	
  

 
	
 To:

 	
 ________________________________
 (“Tenant”) 

 
	
  

 	
  

 
	
 RE:

 	
 Assignment
 of Lease between Barber Lane Investors, LLC, a Delaware limited liability
 company (“Lessor”), and Tenant
 for the space located at 1545 Barber Lane, Suite _____, Milpitas, California
 (the “Premises”) 

 



          This
is to notify you that the Premises have been acquired by, and the Lessor’s
interest in the Lease has been assigned to, __________________________, a
__________________________ (collectively “Buyer”).



          You
are further notified that all rental payments under your Lease shall be paid to
[INSERT PROPERTY MANAGER NAME] (“Property Manager”), at 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 PROPERTY
 MANAGER 

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 ADDRESS

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 CITY, STATE
 ZIP

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 TELEPHONE:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 FACSIMILE:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 



in accordance
with the terms of your Lease unless you are otherwise notified in writing by
Buyer. 


          If
you have any questions, please contact Property Manager at the address set
forth above. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Very truly
 yours,

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BARBER LANE INVESTORS, LLC,

 a Delaware limited liability company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited

 liability company, its administrative member

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
 Title: 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 


F–1






EXHIBIT G


CERTIFICATE OF TRANSFEROR OTHER THAN AN
INDIVIDUAL

(FIRPTA AFFIDAVIT) 


          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 by BARBER LANE INVESTORS, LLC, a Delaware limited
liability company (“Transferor”),
the undersigned hereby certifies the following on behalf of Seller: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Transferor is
 not a foreign corporation, foreign partnership, foreign trust, or foreign
 estate (as those terms are defined in the Internal Revenue Code and Income
 Tax Regulations); 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Transferor
 is not a disregarded entity as defined in §1.1445-2(b)(2)(iii); 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Transferor’s
 U.S. employer identification number is: __________; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Transferor’s
 office address 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
penalties 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. 


G–1









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated: ___________,
 _______

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SELLER:

 	
  

 	
 BARBER LANE INVESTORS, LLC,

 
	
  

 	
  

 	
  

 	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By BH Barber
 Lane, LLC, a California limited
liability company, its administrative member

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Title: 

 	

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 



Notice to Transferee
(Buyer): You are required by law to retain this Certificate until the end of
the fifth tax year following the tax year in which the transfer takes place and
make the Certificate available to the Internal Revenue Service if requested to
do so during that period. 


G–2





EXHIBIT H


TENANT ESTOPPEL CERTIFICATE


          The
undersigned, NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability
company (“Licensee”), hereby
certifies to PERICOM SEMICONDUCTOR CORPORATION, a California corporation, and
its successors and assigns (collectively “Buyer”),
and any lenders and their successors and assigns that provide Buyer financing
in connection with the purchase of the real property commonly known as 1545
Barber Lane, Milpitas, California (the “Property”), in
which Licensee leases space, hereby certifies the following information with
respect to the License (as defined below) and agrees that you may rely upon the
same in purchasing the Property: 


          1.
The Antenna Site License Agreement dated November 12, 2003 between Barber Lane
Investors, LLC, a California limited liability company, as successor in
interest to Limar Realty Corp. #1 (“Licensor”),
as licensor, and New Cingular Wireless PCS, LLC, a Delaware limited liability
company, as successor in interest to Bay Area Cellular Telephone Company, a
California general partnership (“Licensee”),
as licensee, as amended by that certain First Amendment to Antenna Site License
Agreement dated June 24, 2009 and that certain Second Amendment to Antenna Site
License Agreement dated October 6, 2011 (collectively, the “License”), is in
full force and effect and has not been modified except as follows (if none, so
state): None. 





          2.
Licensee has not assigned or entered into any sublicense of the License, except
for the following (if none, so state): ___________________________________. 


          3.
Neither Licensee nor, to the best of Licensee’s knowledge, Licensor is in
default thereunder and Licensee claims no defenses or offsets to the payment of
rent or other charges under the License, except as follows (if none, so state):
___________________________________. 


          4.
All rent and other charges payable under the License have been paid through __________,
2012. 


          5.
Licensee has paid a security deposit to the Licensor in the amount of $ 0.  


          6.
After receipt of notice from Licensor, that the sale has been completed,
Licensee will honor the assignment of the Licensor’s interest in the License. 



 [Signature page follows] 


I–1









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated: _____________, 2012.

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LICENSEE:

 	
  

 	
 New Cingular
 Wireless PCS, LLC,

 
	
  

 	
  

 	
  

 	
  

 	
 a Delaware
 limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By: 

 	
 AT&T
 Mobility Corporation

 
	
  

 	
  

 	
  

 	
  

 	
 Its:

 	
 Manager

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 


I–2