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     AGREEMENT FOR PURCHASE AND SALE                            OF    PLEASANTON PLAZA, PLEASANTON, CALIFORNIA                                                 August 10, 2020                         between     EQUITY ONE (WEST COAST PORTFOLIO) LLC                          and                                 10x GENOMICS, INC.                                                                                                                                  





 






                   AGREEMENT FOR PURCHASE AND SALE         THIS AGREEMENT FOR PURCHASE AND SALE is made and entered into as of August  10, 2020, by and between EQUITY ONE (WEST COAST PORTFOLIO) LLC, a Florida limited  liability company (“Seller”), and 10x GENOMICS, a Delaware corporation (“Buyer”).                                       RECITALS         A.    Seller owns the “Property” (defined below).        B.    Seller wishes to sell the Property to Buyer, and Buyer wishes to acquire the Property  from Seller, upon the terms and subject to the conditions contained in this Agreement.        NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in  this Agreement, and for other valuable consideration, receipt of which is hereby acknowledged,  Seller and Buyer agree as follows:                                   ARTICLE 1                               BASIC DEFINITIONS         “Affidavit” shall have the meaning set forth in Section 7.1.         “Business  Day”  shall  mean  a  day  that  is  not  a  Saturday,  Sunday  or  legal  holiday  for  national banks in Alameda County, California.         “Claims” shall have the meaning set forth in Section 3.6.         “Closing” shall mean the close of Escrow to effect the sale of the Property to Buyer.          “Closing Date” shall mean the date of the Closing and shall be the date which is forty-five  (45) days following the expiration of the Contingency Period, or such other date as mutually agreed  upon by Buyer and Seller.  By providing Seller with written notice no later than five (5) business  days  prior  to  Closing  and  simultaneously  depositing  into  Escrow  an  additional  Deposit  in  the  amount of $250,000.00 (the “Extension Deposit”), Buyer shall have the right to extend the date  of Closing by thirty (30) days (the “Buyer’s Closing Extension”).         “Contingency Period” means the period commencing on the Effective Date and ending at  5:00 P.M., Pacific Time on October 23, 2020.         “Contract Period” shall mean the period between the Effective Date and the Closing Date  or earlier termination of this Agreement.         “Contracts”  shall  mean  all  service  contracts  and  similar  agreements  concerning  the  furnishing of goods and services to Seller with respect to the Property.         “Deed” shall have the meaning set forth in Section 6.1.         “Deposit” means the aggregate of the Initial Deposit and, if it has been deposited in the  Escrow, the Additional Deposit and the Extension Deposit.                                           





 






      “Effective Date” means the date of this Agreement.         "Environmental Laws" means any and all federal, state, local or quasi-governmental laws  (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards,  rules, regulations or guidance or policy documents now or hereafter enacted or promulgated and  as amended from time to time, in any way relating to (i) the protection of the environment, the  health and safety of persons (including employees), property or the public welfare from actual or  potential  release,  discharge,  escape  or  emission  (whether  past  or  present)  of  any  Hazardous  Materials  or  (ii)  the  manufacture,  processing,  distribution,  use,  treatment,  storage,  disposal,  transport or handling of any Hazardous Materials.         “Escrow” means the escrow account opened with the Title Company for the deposit of the  Deposit and the Closing of the purchase and sale transaction contemplated by this Agreement.         “Event of Default” means a breach by a party to this Agreement of its obligations under  this Agreement, in the case of a covenant other than that relating to the payment of money or to  timely perform its obligations required to close Escrow, a failure to cure within five (5) Business  Days following notice from the other party.         "Hazardous Material(s)" means any solid, liquid or gaseous substance or material that is  described  or  characterized  as  a  toxic  or  hazardous  substance,  waste,  material,  pollutant,  contaminant  or  infectious  waste,  or  any  matter  that  in  certain  specified  quantities  would  be  injurious to the public health or welfare, or words of similar import, in any of the Environmental  Laws, or any other words which are intended to define, list or classify substances by reason of  deleterious  properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,  toxicity  or  reproductive toxicity and includes, without limitation, asbestos, petroleum (including crude oil or  any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable  for  fuel,  or  any  mixture  thereof),  petroleum  products,  polychlorinated  biphenyls,  urea  formaldehyde, radon gas, nuclear or radioactive matter, medical waste, soot, vapors, fumes, acids,  alkalis, chemicals, microbial matters (such as molds, fungi or other bacterial matters), biological  agents and chemicals which may cause adverse health effects, including but not limited to, cancers  and /or toxicity.         “Improvements” means all improvements, and all appurtenances to such improvements,  located on the Land.         “Independent Consideration” means One Hundred Dollars ($100), which amount shall  be disbursed to Seller as independent consideration for entering into this Agreement.         “Intangible Property” means intangible personal property owned by Seller and related to  the Land and the Improvements, including, without limitation, to the extent assignable: surveys,  drawings  and  specifications  for  the  Improvements,  if  any;  warranties  and  guaranties,  if  any,  Seller’s  interest  in  any and all certificates of occupancy, governmental permits, approvals  and  licenses; claims against tenants for reimbursements; and any declarant or other related rights or  interests  under  any  declarations  or  other  instruments  that  encumber  the  Land.   The  previous  provisions to the contrary notwithstanding, the term Intangible Property shall specifically exclude  all entrance, exit and leasing signs referencing “Regency”, “Regency Centers” or affiliated entities.                                          2 





 






      “Land”  means  the  real  property  described  in  the  legal  description  set  forth  in  the  Preliminary Title Report.          “Lease” means a lease or other agreement for occupancy of the Land or Improvements or  any portion thereof.         “Permitted Exceptions” shall have the meaning set forth in Section 5.1.         “Preliminary Title Report” means the Preliminary Report issued by the Title Company  under Order No. NCS-1023309-SC and dated as of June 12, 2020, a copy of which is attached  hereto as Exhibit A.         “Property” means collectively the Land, the Improvements and the Intangible Property.         “Purchase Price” shall have the meaning set forth in Section 2.2.         “Real Estate Compensation” shall have the meaning set forth in Section 8.2.         “Rent Roll” means the rent roll attached as Exhibit B.         “Seller’s Funds” shall have the meaning set forth in Section 6.1.         “Tenant” means a person or entity with a right to occupy a portion of the Property pursuant  to a Lease.          “Title Company” means First American Title Insurance Company, 1737 First Street, Suite  400, San Jose, CA 95112.                                    ARTICLE 2                              PURCHASE AND SALE         2.1   Purchase and Sale.  Seller agrees to sell the Property to Buyer, and Buyer agrees to  purchase the Property from Seller, upon all of the terms, covenants and conditions set forth in this  Agreement.         2.2   Purchase Price.  The purchase price for the Property (the “Purchase Price”) shall be  deposited into Escrow no later than 10:00 a.m. California time on the Closing Date and shall be  Twenty Nine Million Seven Hundred Fifty Thousand Dollars ($29,750,000).  The Purchase Price  shall be paid by Buyer to Seller in immediately available funds through Escrow on the Closing  Date.         2.3   Deposit.                 2.3.1 Within five (5) Business Days following the Effective Date, Buyer shall  deposit in Escrow with the Title Company Five Hundred Thousand Dollars ($500,000).  Promptly  upon receipt of such funds, the Title Company shall disburse the Independent Consideration to  Seller.   The  amount  initially  deposited,  less  the  Independent  Consideration,  is  the  “Initial  Deposit”.  At the same time the Initial Deposit is made into Escrow, Buyer and Seller shall execute                                          3 





 






and  deliver  to the  Title  Company  Deposit  Escrow  Instructions  in  the  form  attached  hereto  as  Exhibit C.               2.3.2 If  this  Agreement  has  not  been  terminated  on  or  before  the  end  of  the  Contingency Period as described below, within five (5) Business Days following the end of the  Contingency Period Buyer shall deposit in Escrow with the Title Company Seven Hundred Fifty  Thousand Dollars ($750,000) (the “Additional Deposit”).               2.3.3 Buyer may cause the Deposit to be invested while in Escrow using short  term debt obligations subject to Seller’s consent, which shall not unreasonably be withheld.  Any  and all interest earned on the Deposit during the time it is held in Escrow shall belong to, and be  paid to, Buyer unless paid to Seller and applied against the Purchase Price at Closing.  Regardless  of who it is paid to, all such interest shall be reported as interest income by Buyer.         At any time on or before the end of the Contingency Period, if this Agreement has not  previously been terminated, Buyer, in its sole discretion, at its convenience, may, by notice to  Seller,  terminate  this  Agreement.   Buyer  shall  have  the  right,  in  Buyer’s  sole,  absolute  and  unrestricted  discretion,  to  notify  Seller  (such  notice  being  a  “Notice  of  Satisfaction”)  of  its  determination not to terminate this Agreement by notice to Seller given on or before 5:00 p.m.  Pacific time, on the last day of the Contingency Period.  If Buyer timely terminates this Agreement  by notice to Seller or does not timely deliver a Notice of Satisfaction, this Agreement shall be  deemed terminated and within one (1) Business Day following any such termination Seller shall  take all actions required by the Title Company to cause the Title Company to pay the Deposit and  all interest accrued thereon to Buyer.  Buyer shall pay any escrow cancellation charge.  Upon  termination of this Agreement under this subsection, the parties shall have no further rights and  obligations under this Agreement except those that expressly survive such termination.         2.4   Application of Deposit.  If the purchase and sale transaction is consummated as  contemplated by this Agreement, then the entire amount of the Deposit and all interest accrued  thereon shall be paid to Seller and credited against the Purchase Price.  After the conclusion of the  Contingency Period, the Deposit (as increased by the Additional Deposit and as may be further  increased by the Extension Deposit) shall not be refundable except upon terms otherwise expressly  set forth in this Agreement.         2.5   Provisions Survive Termination.  The provisions of this Agreement relating to the  return of the Deposit shall survive the termination of this Agreement until such time as the Deposit  has been returned.                                    ARTICLE 3                            CONDITIONS PRECEDENT         3.1   Buyer’s Conditions Precedent.  Notwithstanding anything in this Agreement to the  contrary, Buyer’s obligation to purchase the Property shall be subject to and contingent upon the  satisfaction or waiver by Buyer of each of the following conditions precedent on the Closing Date:                 3.1.1 The  absence  of  an  ongoing  uncured  Event  of  Default  by  Seller  of  its  obligations under this Agreement.                                          4 





 






            3.1.2 Seller shall have delivered the closing deliveries contemplated in Section  6.1.1.                3.1.3 The Seller shall have performed all obligations  Seller agreed to perform  pursuant to the title objection provisions of subsection 5.1.1 related to the Buyer’s Title Policy (as  defined herein).               3.1.4 As of the Closing, the willingness of the Title Company to issue, upon the  Closing,  its  American  Land  Title  Association  owner’s  extended  coverage  form  policy  of  title  insurance (“Buyer’s Title Policy”), insuring Buyer in the amount of the Purchase Price, subject  only to the printed conditions and exceptions of such policy and the Permitted Exceptions.  The  previous provisions to the contrary notwithstanding, in the event the Title Company is not willing  to  issue the Buyer’s  Title Policy due to  any action or inaction of Buyer, the condition  of this  subsection 3.1.4 shall be deemed satisfied.               3.1.5 All Leases shall have terminated, all Tenants shall have vacated and, other  than as set forth in recorded documents, there shall not be any person or entity with a right of  possession of the Land or any portion thereof.               3.1.6 As of the Closing Date, no action or proceeding shall have been commenced  by or against Seller under the federal bankruptcy code or any state law for the relief of debtors or  for the enforcement of the rights of creditors, and no attachment, execution, lien, or levy shall have  attached to or been issued with respect to any portion of the Property.               3.1.7 The representations and warranties of Seller shall be materially true and  correct in their entirety as of the Closing Date.  If at any time after the Effective Date and prior to  the Closing Date, any of the warranties or representations made by Seller become materially untrue  or incorrect, then the Seller shall promptly notify the Buyer of such event.               3.1.8 As of the Closing Date, there shall not be present on or under the Land or  Improvements any material quantities of Hazardous Materials which were not present on or under  the Land or Improvements as of the end of the Contingency Period.         3.2   Seller’s Conditions Precedent.  Notwithstanding anything in this Agreement to the  contrary,  Seller’s  obligation  to  sell  the  Property  shall  be  subject  to  and  contingent  upon  the  satisfaction or waiver by Seller of the following conditions precedent on the Closing Date:               3.2.1 The Initial Deposit and the Additional Deposit shall each have timely been  delivered to the Title Company.               3.2.2 The  absence  of  an  ongoing  uncured  Event  of  Default  by  Buyer  of  its  obligations under this Agreement;                3.2.3 Buyer shall have delivered the closing deliveries contemplated in Section  6.1.2.                3.2.4 The representations and warranties of Buyer shall be materially true and  correct in their entirety as of the Closing Date, as evidenced by a certificate provided by Buyer on                                         5 





 






the Closing Date.  If at any time after the Effective Date and prior to the Closing Date, any of the  warranties or representations made by Buyer become materially untrue or incorrect, then the Buyer  shall promptly notify the Seller of such event.          3.3   Conditions Precedent.  If a party proceeds to the close of Escrow for the purchase  and sale of the Property pursuant to this Agreement such party shall be deemed to have waived  any remaining unfulfilled conditions in favor of the consenting party.           3.4   Failure or Waiver of Conditions Precedent.  In the event either contingency set forth  in Sections 3.1 and 3.2 is not satisfied due to reasons or events that are not the result of the breach  of this Agreement by the party intended to be benefited by such condition, or such condition is not  waived by notice by the party intended to be benefited thereby, then by notice from the party  intended to be so benefited to the other, this Agreement shall terminate and the parties shall not  have any obligations accruing following such termination except those which explicitly survive  termination in accordance with the express provisions of this Agreement.  In any event, a party  may not terminate this Agreement pursuant to this Section 3.4 if the failure of a condition for the  benefit of that party is the result of an Event of Default by that party, it being the intent of the  parties that any Event of Default shall be addressed in accordance with the provisions of Article 7  of this Agreement.  In no event shall Seller’s failure to terminate all Leases and/or any Tenant’s  failure to vacate be deemed a breach of Seller’s obligations under this Agreement.  Within one (1)  Business Day following a termination pursuant to this Section 3.4, Seller shall take all such actions  as may be required by the Title Company to cause the Title Company to disburse the Deposit and  all interest accrued thereon to Buyer.  Upon any termination of this Agreement other than due to  Seller’s Event of Default, Buyer shall pay any escrow cancellation charge.  Either party may, at its  election, at any time or times on or before the date specified for the satisfaction of the condition,  waive by notice to the other party any of the conditions for its benefit set forth in Sections 3.1 and  3.2 above.           3.5   Buyer’s Review and Seller’s Disclaimer.               3.5.1 Until the termination of this Agreement, subject to the rights of Tenants  pursuant to their respective Leases and the conditions set forth below, and upon at least one (1)  Business Day’s prior notice to Seller, Buyer, its employees, consultants and contractors, shall be  permitted to make a physical inspection of the Property. Within two (2) business days following  the Effective Date, shall make available to Buyer and its representatives in an electronic virtual  file room any and all documents and information relating to the Property (excluding Seller entity  ownership and entity financial documents) in Seller’s possession, including information regarding  the physical condition of the Property, construction documents, condition reports, maintenance  and repair contracts and related correspondence and related invoices, property operating expenses,  insurance claims, reports relating to prior damage, correspondence with Tenants and the owners,  tenants and managers of neighboring properties and governmental entities and similar documents  relating to the Property which are material to the purchase, ownership or operation of the Property.   Seller shall reasonably cooperate with Buyer in the making of its investigations.  The previous  provision to the contrary notwithstanding, the Buyer shall not conduct any intrusive environmental  testing or sampling on the Property without the prior written consent of Seller, which consent shall  not unreasonably be withheld or conditioned and shall be deemed given if not denied by notice to  Buyer given within two (2) Business Days following the giving of Buyer’s request for consent.  In                                         6 





 






the event the Buyer wishes to perform intrusive testing or sampling, the Buyer shall give Seller at  least two (2) Business Days prior written notice requesting Seller’s consent, which notice shall be  accompanied by a detailed description of the contemplated work and a map indicating the location  of the testing.  Such testing shall be conducted in such a way as to minimize interference with the  business operations of the Tenants.               3.5.2 In conducting any inspections, investigations or tests of the Property, Buyer  and its agents and representatives shall: (i) not unreasonably disturb the Tenants unless otherwise  permitted  under  their  respective  Leases,  nor  violate  applicable  law  relating  to  such  entry  and  inspection; (ii) not unreasonably interfere with the operation and maintenance of the Property;  (iii) promptly  repair  and  restore  any  damage  caused  by  any  invasive  or  destructive  testing  or  sampling; (iv) comply with all applicable laws; (v) promptly pay when due the costs of all tests,  investigations, and examinations done with regard to the Property; and (vi) not permit any liens to  attach to the Property by reason of the exercise of its rights hereunder.                 3.5.3 During  the  Contract  Period,  Buyer  shall  not  interview,  converse  or  communicate with any Tenant.               3.5.4 Buyer shall indemnify and defend Seller against and hold Seller harmless  from any and all loss, cost, damage, liability and expense (including reasonable attorneys’ fees and  costs and including the release of mechanic’s or material supplier liens) arising out of the activities  of Buyer, its contractors and agents and their respective employees on the Property prior to the  Closing.  This indemnification and defense obligation shall survive the Closing or the termination  of this Agreement.  Notwithstanding the foregoing, Buyer shall not be obligated to Seller under  this paragraph for any loss, cost, damage, liability or expense arising out of Buyer’s mere discovery  of preexisting conditions at the Property nor any liability arising out of Seller’s or any third party’s  acts or omissions, negligence or willful misconduct.               3.5.5 Prior to  any entry onto  the Property by Buyer or its  agents,  Buyer shall  deliver to Seller evidence reasonably acceptable to Seller of the existence of commercial general  liability  insurance  with  minimum  limits  (which  may  be  provided  through  a  combination  of  underlying and umbrella coverage) of at least Two Million Dollars ($2,000,000) per occurrence  and  Five  Million  Dollars  ($5,000,000)  in  the  aggregate,  and  evidence  that  any  contractors  performing  destructive  or  invasive  activities  maintain  workers’  compensation  insurance.   The  commercial general liability insurance shall be issued by insurers authorized to do business in  California  and  having  a  national  rating  of  A-XI  or  better  and  shall  include  provisions  or  endorsements insuring Buyer’s indemnification obligations under this Agreement and designating  Seller as an additional insured.  The obligations of Buyer pursuant to this Section 3.5 shall survive  the termination of this Agreement or the close of Escrow.         3.6   As-Is.   BUYER  ACKNOWLEDGES  AND  AGREES  THAT,  EXCEPT  AS  EXPRESSLY SET FORTH IN THIS AGREEMENT OR  IN THE CLOSING DOCUMENTS,  SELLER  HAS  NOT  MADE,  AND  SPECIFICALLY  NEGATES  AND  DISCLAIMS,  ANY  REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF ANY KIND  OR  CHARACTER  REGARDING  ANY  ASPECT  OF  THE  PROPERTY,  INCLUDING,  WITHOUT  LIMITATION:  (A)  THE  VALUE,  NATURE,  QUALITY  OR  PHYSICAL  CONDITION  THEREOF,  (B)  THE  INCOME  TO  BE  DERIVED  THEREFROM,  (C)  THE                                          7 





 






SUITABILITY OF THE PROPERTY FOR  ANY ACTIVITY OR  USE WHICH BUYER  OR  ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF THE PROPERTY  OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF  ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,  MERCHANTABILITY,  MARKETABILITY,  PROFITABILITY  OR  FITNESS  FOR  A  PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER, QUALITY, STATE OF  REPAIR  OR  LACK  OF  REPAIR  OF  THE  PROPERTY,  OR  (G)  COMPLIANCE  OF  THE  PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE  LAWS,  RULES,  REGULATIONS,  ORDERS  OR  REQUIREMENTS,  INCLUDING  THE  EXISTENCE  THEREIN,  THEREON  OR  THEREUNDER  OF  HAZARDOUS  MATERIALS.   ADDITIONALLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN  THE  CLOSING  DOCUMENTS,  NO  PERSON  ACTING      ON  BEHALF  OF  SELLER  IS  AUTHORIZED  TO  MAKE,  AND  BY  EXECUTION  HEREOF  BUYER  ACKNOWLEDGES  THAT NO PERSON HAS MADE, ANY REPRESENTATION, WARRANTY, COVENANT OR  AGREEMENT      REGARDING      THE   PROPERTY      OR   THE    TRANSACTIONS  CONTEMPLATED HEREIN.  BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN  THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON  ITS OWN INVESTIGATIONS AND NOT ON ANY INFORMATION PROVIDED OR TO BE  PROVIDED BY  SELLER, OTHER THAN INFORMATION EXPRESSLY REQUIRED TO BE  PROVIDED  BY  SELLER  HEREUNDER.   BUYER     FURTHER  ACKNOWLEDGES  AND  AGREES  THAT  TO  THE  MAXIMUM  EXTENT  PERMITTED  BY  LAW  THE  SALE  PROVIDED  FOR  HEREIN  IS  MADE  ON  AN  “AS-IS,  WHERE-IS”  BASIS  WITH  ALL  FAULTS.  FURTHERMORE, EXCEPT FOR ANY CLAIM THE BUYER MAY HAVE AS A  RESULT OF THE BREACH BY THE SELLER OF ANY EXPRESS REPRESENTATION OR  WARRANTY  OF  SELLER  SET  FORTH  HEREIN  OR  IN  THE  CLOSING  DOCUMENTS,  BUYER  DOES  HEREBY  RELEASE  AND  FOREVER  DISCHARGE  SELLER,  ITS  DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, LEGAL REPRESENTATIVES,  AGENTS  AND  ASSIGNS,  FROM  ANY  AND  ALL  ACTIONS,  CAUSES  OF  ACTION,  CLAIMS AND DEMANDS FOR, UPON OR  BY REASON OF ANY DAMAGE, LOSS OR  INJURY  WHICH  HERETOFORE     HAVE  BEEN  OR  WHICH  HEREAFTER  MAY  BE  SUSTAINED BY BUYER RESULTING FROM OR ARISING OUT OF THE PRESENCE OF  ANY HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION ON  OR  IN  THE  VICINITY  OF  THE  PROPERTY,  INCLUDING  THE  SOIL  AND/OR  GROUNDWATER (HEREINAFTER REFERRED TO AS THE “CLAIMS”).  THIS RELEASE  APPLIES TO ALL SUCH CLAIMS WHETHER THE ACTIONS CAUSING THE PRESENCE  OF  HAZARDOUS  MATERIALS  ON  OR  IN  THE  VICINITY  OF  THE  PROPERTY  OCCURRED  BEFORE  OR  AFTER  THE  CLOSING.   THIS    RELEASE  EXTENDS  AND  APPLIES TO, AND ALSO COVERS AND INCLUDES, ALL STATUTORY OR COMMON  LAW CLAIMS THE BUYER MAY HAVE AGAINST THE SELLER. THE PROVISIONS OF  ANY STATE, FEDERAL, OR LOCAL LAW OR STATUTE PROVIDING IN SUBSTANCE  THAT  RELEASES  SHALL  NOT  EXTEND  TO  CLAIMS,  DEMANDS,  INJURIES  OR  DAMAGES WHICH ARE UNKNOWN OR UNSUSPECTED TO EXIST AT THE TIME, TO  THE PERSON EXECUTING SUCH RELEASE, ARE HEREBY EXPRESSLY WAIVED.  THE  PROVISIONS  OF  THIS  SECTION  SHALL  SURVIVE  THE  CLOSING  OR  ANY  TERMINATION OF THIS AGREEMENT.                                          8 





 






                                 ARTICLE 4            WARRANTIES AND REPRESENTATIONS AND COVENANTS         4.1   Seller’s  Warranties  and  Representations.   Seller hereby  makes  the  following  representations and warranties to Buyer as of the Effective Date:               4.1.1 Seller is a limited liability company, duly existing and organized under the  laws of the state of Florida and in good standing under the laws of the state of California, and has  full  power  and  lawful  authority  to  enter  into  and  carry  out  the  terms  and  provisions  of  this  Agreement and to execute and deliver all documents which are contemplated by this Agreement,  and  all  actions  necessary  to  confer  such  power  and  authority  upon  the  persons  executing  this  Agreement and all documents which are contemplated by this Agreement to be executed on behalf  of  Seller  have  been  taken.   This  Agreement  has  been,  and  the  documents  contemplated  to  be  delivered by Seller at Closing will be, duly authorized, executed and delivered by Seller and are  and will be the legal, valid and binding obligations of Seller.  Seller’s execution, delivery and  performance of this Agreement will not result in any violation of, or default under, any document  by which Seller is organized, any agreement to which Seller is a party or by which Seller or the  Property is bound.               4.1.2 Seller  is  not  a  foreign  person,  foreign  corporation,  foreign  partnership,  foreign  trust  or  foreign  estate,  as  those  terms  are defined  in  the  Internal  Revenue  Code  Section 1445 and any related regulations.                4.1.3 To the best of Seller’s knowledge, a true, correct and complete copy of each  Lease has been delivered to Buyer or will be made available to Buyer after the Effective Date.  As  of the Effective Date, other than as set forth in recorded documents, the only leases, tenancies,  licenses, rights to use or occupancy agreements and amendments thereto in force with respect to  the Property are the Leases from the Tenants listed on the Rent Roll.  The Rent Roll is accurate in  all material respects.  There are no agreements with any Tenants including any options or rights to  renew or extend the Leases beyond their existing term other than as set forth in the Leases.  Other  than as set forth in each Lease, no security or other deposit has been received from a Tenant.               4.1.4 Seller has not received any written notice that the condition of the Property  is in violation of any governmental laws or regulations.               4.1.5 Seller has not been served or received written notice that the Seller or the  Property is a defendant in, or subject to, any litigation affecting the Property other than as set forth  on Schedule A attached hereto.               4.1.6 Seller is not a party to any third party management agreement related to the  operation and management of the Property.               4.1.7 Seller is not the subject of, and no petition has been filed by or against Seller  for, any proceeding under bankruptcy, insolvency, or similar laws.               4.1.8 Other than as set forth in the Leases or recorded documents, Seller has not  granted any options or rights of first refusal or rights of first offer to third parties to purchase or  otherwise acquire an interest in the Property that will survive the Closing.                                         9 





 






            4.1.9 There  are  no  Contracts  affecting  the  Property  other  than  as  set  forth  on  Schedule B attached hereto.  Buyer shall not be obligated to assume any Contract as of the Closing  unless at least thirty (30) days prior to the scheduled Closing Date Buyer has given notice to Seller  of Buyer’s election to assume the Contract.               4.1.10 Seller is in compliance with all applicable anti-money laundering and anti- terrorist  laws,  regulations,  rules,  executive  orders  and  government  guidance,  including  the  reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by  The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title  III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations  administered by OFAC, and related Securities and Exchange Commission, SRO or other agency  rules  and  regulations,  and  has  policies,  procedures,  internal  controls  and  systems  that  are  reasonably designed to ensure such compliance.  Neither:  (i) Seller, any affiliate of Seller or any  person controlled by Seller; nor (ii) any person who owns a controlling interest in or otherwise  controls Seller; nor (iii) any person otherwise having a direct beneficial interest (other than with  respect to an interest in a publicly traded entity) in Seller; nor (iv) any person for whom Seller is  acting as  agent  or  nominee  in  connection  with  this  investment,  is  a  country,  territory,  person,  organization,  or  entity  named  on  an  OFAC  List,  or  is  a  prohibited  country,  territory,  person,  organization,  or  entity  under  any  economic  sanctions  program  administered or  maintained  by  OFAC.  For the purposes of this paragraph, “OFAC” means the U.S. Department of the Treasury’s  Office of Foreign Assets Control  and “OFAC List” is any list of prohibited countries, individuals,  organizations and entities that is administered or maintained by OFAC, including:  (i) Section 1(b),  (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United  States  (Executive  Order  Blocking  Property  and  Prohibiting  Transactions  with  Persons  Who  Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other  similar  executive  orders,  (ii)  the  List  of  Specially  Designated  Nationals  and  Blocked  Persons  maintained  by  OFAC),  and/or  on  any  other  similar  list  maintained  by  OFAC  pursuant  to  any  authorizing statute, executive order or regulation, or (iii) a “Designated National” as defined in the  Cuban Assets Control Regulations, 31 C.F.R. Part 515.         For  the  purposes  of  this  Agreement,  “knowledge”  of  Seller  shall  mean  the  actual  knowledge  of  Howard  Overton,  without  duty  of  independent  inquiry,  without  constructive  knowledge, and without personal liability.           4.2   Buyer’s  Representations  and  Warranties.   Buyer  hereby  makes  the  following  representations and warranties to Seller as of the Effective Date:               4.2.1 Buyer is a corporation, duly existing and organized under the laws of the  State of Delaware and in good standing under the laws of the state of California and has full power  and lawful authority to enter into and carry out the terms and provisions of this Agreement and to  execute  and deliver  all documents  which are contemplated by this  Agreement, and all actions  necessary to confer such power and authority upon the persons executing this Agreement and all  documents which are contemplated by this Agreement to be executed on behalf of Buyer have  been taken.  Buyer’s execution, delivery and performance of this Agreement will not result in any  violation of, or default under, any document by which Buyer is organized, any agreement to which  Buyer is a party or by which Buyer or the Property is bound.  This Agreement has been, and the                                          10 





 






documents contemplated to be delivered by Buyer at Closing will be, duly authorized, executed  and delivered by Buyer and is and will be the legal, valid and binding obligations of Buyer.                4.2.2 Buyer is in compliance with all applicable anti-money laundering and anti- terrorist  laws,  regulations,  rules,  executive  orders  and  government  guidance,  including  the  reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by  The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title  III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations  administered by OFAC, and related Securities and Exchange Commission, SRO or other agency  rules  and  regulations,  and  has  policies,  procedures,  internal  controls  and  systems  that  are  reasonably designed to ensure such compliance.  Neither:  (i) Buyer, any affiliate of Buyer or any  person controlled by Buyer; nor (ii) any person who owns a controlling interest in or otherwise  controls Buyer; nor (iii) if Buyer is a privately held entity, any person otherwise having a direct  beneficial interest (other than with respect to an interest in a publicly traded entity) in Buyer; nor  (iv) any person for whom Buyer is acting as agent or nominee in connection with this investment,  is a country, territory, person, organization, or entity named on an OFAC List, or is a prohibited  country,  territory,  person,  organization,  or  entity  under  any  economic  sanctions  program  administered or maintained by OFAC.          4.3   Seller’s Covenants.               4.3.1 During the Contract Period, Seller shall deliver to Buyer before or promptly  after  its  effective  date  a  copy  of  any  Lease  or  amendment  thereto  and  any  new  contract  or  agreement or amendment thereto relating to the Property which would purport to bind the Property  or the owner of the Property following the Closing.               4.3.2 Seller shall:               (a)   during the Contract Period operate, manage and maintain the Property in                    the  ordinary  course  of  Seller’s  business,  and  substantially  in  accordance                    with present practices;               (b)   during the Contract Period, promptly following receipt give Buyer a copy                    of any notice received from any governmental entity with respect to the                    Property; and               (c)   during the Contract Period, negotiate in good faith in order to cause the                    delivery of possession of the Property at Closing, extended as the case may                    be, to Buyer free and clear of all leases and other agreements relating to                    possession of the Property and parties in occupancy pursuant thereto.                                    ARTICLE 5                              CONDITION OF TITLE         5.1   Condition of Title.                 5.1.1 Buyer  will  use  diligent  efforts  to  obtain  a  new  title  report  (the  “Title  Commitment”)  within  ten  (10)  days  after  the  Effective  Date.   Upon  receipt  of  the  Title                                         11 





 






Commitment, Buyer shall order a new survey of the Land and Improvements  (the “Survey”).   Buyer will have ten (10) Business Days after its receipt of both the new Title Commitment and the  new Survey, but in no event later than the earlier of sixty (60) days following the Effective Date  or ten (10) Business Days following receipt of the new Survey in which to notify Seller in writing  of  any  conditions,  defects,  encroachments  or  other  objections  to  title  or  survey  which  are  not  acceptable  to  Buyer.  Any  matter  disclosed  by  the  Title  Commitment  (other  than  liens  arising  through Seller which are removable by the payment of money, which liens Seller shall be obligated  to cure by causing them to be released of record against title to the Land or by causing the Buyer’s  Title Policy to insure against such liens) or by the new Survey which is not timely specified in  Buyer’s written notice to Seller, shall be deemed “Permitted Exceptions”.  Seller shall have a  period of five (5) Business Days after receipt of Buyer’s title objection letter in which to elect to  cure such title objections, provided however that Seller shall not be obligated to cure or institute  any litigation with respect thereto (other than liens arising through Seller).  If Seller elects to cure  such title objections, Seller shall use reasonable efforts to cure such objections to title or survey  by Closing.  If Seller elects not to cure such title objection(s), within five (5) days after Seller’s  response, Buyer shall elect to (i) refuse to purchase the Property and terminate this Agreement and  receive a return of the Deposit; or (ii) waive such objection(s) and purchase the Property, subject  to the objection(s), and without reduction of the Purchase Price. In the event Buyer fails to deliver  notice of its election to Seller, Buyer shall be deemed to have elected to waive such objection(s).               5.1.2 Buyer shall have five (5) Business Days after receipt of any updates to the  Title Commitment (including receipt of any documents referenced in such update) to object to any  material  adverse matters  disclosed  therein  which  were  not  disclosed  in  the  previous  Title  Commitment  and  are  not  the  result  of  a  survey  delivered  to  the  Title  Company  after  the  Contingency Period.  The procedure for objecting to such matters, Seller’s option to cure and  Buyer’s right to terminate this Agreement with respect to any such new material matters shall be  as set forth in subsection 5.1.1 above.                                      ARTICLE 6                             ESCROW AND CLOSING         6.1   Escrow Arrangements.  At least one (1) Business Day prior to the Closing Date,  Seller and Buyer shall each deliver escrow instructions consistent with this Agreement and deposit  with the Title Company the funds and documents described below.               6.1.1 Seller shall deposit:               (a)   a duly executed and acknowledged grant deed in the form of Exhibit D                    hereto (the “Deed”);               (b)   two (2) counterparts of the Assignment and Assumption of Contracts and                    Intangible  Property  (the  “Assignment  of  Contracts”)  in  the  form  of                    Exhibit E hereto, duly executed by Seller;                (c)   a duly executed Affidavit of Non-Foreign Status in the form attached to this                    Agreement as Exhibit F (the “Affidavit”);                (d)   an owner’s affidavit in the form attached hereto as Exhibit G;                                          12 





 






            (e)   seller’s certification that all representations and warranties made by Seller                    under this Agreement are true and correct in all material respects as of the                    Closing Date, if accurate or, if not accurate, provide a certification making                    such  representations  and  warranties  with  the  required  changes  and                    qualifications, to the extent necessary (the “Seller’s Closing Certificate”);               (f)   escrow  instructions  and  an  approved  preliminary  settlement  statement                    consistent with the terms of this Agreement; and               (g)   such other documents as Seller has agreed to provide pursuant to the title                    objection provisions of Section 5.1.1 related to the Buyer’s Title Policy to                    be issued at Closing .               6.1.2 Buyer shall deposit:               (a)   Immediately  available  funds  in  the  amount  of  the  Purchase  Price,  as                    adjusted for prorations and credits, less the Deposit (“Seller’s Funds”), plus                    sufficient  additional funds  to  pay Buyer’s share of  all Escrow costs and                    Closing expenses;                (b)   two (2) counterparts of the Assignment and Assumption of Contracts, duly                    executed by Buyer;               (c)   escrow  instructions  and  an  approved  preliminary  settlement  statement                    consistent with the terms of this Agreement; and               (d)   any other documents as the Title Company reasonably may require in order                    to issue Buyer’s Title Policy.          6.2   Closing.  Each of Buyer’s and Seller’s respective escrow instructions shall require  the Title Company shall close the Escrow by recording the Deed in the Alameda County Official  Records;  issuing  Buyer’s  Title  Policy  to  Buyer;  delivering  to  Buyer  the  Affidavit,  complete  counterparts of the Assignment and Assumption of Contracts and Intangible Property executed by  Seller  and  delivering  to  Seller  by  wire  transfer,  Seller’s  Funds  (after  adjusting  for  prorations,  Escrow costs and Closing expenses, Real Estate Compensation payable under Section 8.2, and  complete counterparts of the Assignment and Assumption of Contracts executed by Buyer.          6.3   Prorations and Credits.               6.3.1 Tax Prorations.  Ad valorem taxes, special taxes and assessments shall be  prorated at Closing as of 11:59 p.m. of the day preceding the Closing Date, based upon the most  recent tax bill.  If the amount of the taxes for the year of closing are not available on the Closing  Date, such taxes will be prorated based upon the bill for the immediately preceding fiscal year.   Upon receipt of the final tax bill, the Buyer and Seller shall reprorate all ad valorem taxes, special  taxes and assessments, whereupon Seller shall pay to Buyer or Buyer shall pay to Seller, as the  case may be, all monies owed thereby.                                          13 





 






            6.3.2 Other Prorations.  Other matters of income and expense, if any, and other  items customarily prorated in transactions of this kind shall be prorated as of 11:59 p.m. of the day  preceding the Closing Date.  In the event that after Closing the Seller pays an invoice for services  provided for a period of time that includes the period after Closing under Contracts assumed by  the Buyer, the Seller shall be permitted to reduce the Buyer’s portion of such charges from any  rents collected by Seller after Closing which are attributable to periods occurring on or after the  Closing Date.         6.4   Closing Costs.  Seller shall pay transfer taxes and one-half (1/2) of any Escrow  Fees.  Buyer shall pay the cost of the Buyer’s Title Policy, the cost of any physical inspections,  and the cost of any Survey and one-half (1/2) of any Escrow Fees.  All other costs of Escrow and  Closing  of  this  transaction  shall  be  allocated  in  accordance  with  custom  in  Alameda  County,  California.         6.5   Deliveries  Outside  of  Escrow.   Upon  the  close  of  Escrow,  Seller  shall  deliver  directly to Buyer:  (a) all keys and other access control devices for the Improvements which are in  Seller’s possession, and (b) all drawings and specifications and warranties is Seller’s possession  pertaining to the Improvements.                                    ARTICLE 7                            DEFAULT AND REMEDIES         7.1   Breach by Seller.  In the event of an Event of Default by Seller, Buyer may, at  Buyer’s election: (i) terminate this Agreement and receive a return of the Deposit, and the parties  shall have no further rights or obligations under this Agreement (except which expressly survive  termination);  (ii)  enforce  this  Agreement  by  suit  for  specific  performance;  or  (iii)  waive  such  breach and close the purchase contemplated hereby, notwithstanding such breach.  The previous  provisions to the contrary notwithstanding, if the remedy of specific performance is not available  to Buyer due to Seller’s intentional conveyance of all or any portion of the Property, then Buyer  shall have the right to recover from Seller damages in an amount equal to all actual out of pocket  costs and expenses incurred by Buyer in connection with the transaction contemplated under this  Agreement,  up  to  a  maximum  amount  of  Two  Hundred  Thousand  and  00/100 Dollars  ($200,000.00).         7.2   Breach by Buyer.  In the event of an Event of Default by Buyer, Seller’s sole legal  and equitable remedy (except for breaches related to Buyer’s indemnity and insurance obligations)  shall  be  to  terminate  this  Agreement  and retain  the  Deposit  as  AGREED  LIQUIDATED  DAMAGES for such breach, and upon Seller’s receipt of an amount equal to the Deposit, the  parties shall have no further rights, claims, liabilities or obligations under this Agreement (except  which expressly survive termination).         7.3   Post-Closing Breach by Buyer.  In the event of a breach of Buyer’s obligations  herein that occurs after Closing, Seller shall have any and all remedies available at law and in  equity.                                            14 





 






      7.4   Post-Closing Breach by  Seller.  In the  event  of  a breach of Seller’s  obligations  herein that occurs after Closing, Buyer shall have any and all remedies available at law and in  equity, subject to the limitations set forth in Section 8.17 below.                                    ARTICLE 8                                MISCELLANEOUS         8.1   Damage, Destruction or Condemnation.  If, during the Contract Period, there shall  be damage or destruction to the Improvements or if any portion of the Land is taken or formally  threatened by eminent domain, then Seller shall promptly notify Buyer and the provisions of this  Section shall apply.               8.1.1 The parties hereby acknowledge and agree the Buyer’s intended use of the  Land contemplates the Buyer’s demolition of the existing Improvements.  In case of damage or  destruction, any casualty insurance proceeds for damage or destruction during the Contract Period  shall be retained by Seller and Buyer shall receive no credit against the Purchase Price at Closing  and Buyer shall have no claim against any insurance proceeds.  The previous provisions to the  contrary notwithstanding, at Closing, Buyer shall receive a credit against the Purchase Price in an  amount equal to the estimated costs to be incurred by Buyer in removing and disposing of the  debris resulting from damage or destruction of the improvements by casualty in excess of those  that Buyer would have incurred but for the occurrence of such casualty.  In such event, the Buyer  and Seller shall each obtain a reputable third party quote for such work and the credit at Closing  shall be in an amount equal to the average of the two (2) quotes.               8.1.2 In the case of condemnation, all awards for condemnation occurring during  the Contract Period previously received by Seller shall be credited against the Purchase Price at  the Closing.  Notwithstanding anything to the contrary contained in the foregoing, if the value of  the Property taken by condemnation  (as  estimated by an appraiser mutually acceptable to  and  compensated  jointly  by  Buyer  and  Seller)  is  greater  than  Five  Hundred  Thousand  Dollars  ($500,000), then Buyer may terminate this Agreement upon notice given to Seller within ten (10)  Business Days after receipt of such appraisal.  Upon such termination, Seller shall cause the return  of the Deposit to Buyer and the parties shall have no further rights and obligations under this  Agreement  except  those  that  expressly  survive  such  termination.   If  Buyer  does  not  elect  to  terminate this Agreement, then Seller shall assign to Buyer all rights to receive an award for such  condemnation.         8.2   Brokerage  Commissions.   Buyer  and  Seller  acknowledge  that  Cushman  &  Wakefield represents Buyer (“Buyer’s Broker”).  Seller shall pay Three Hundred Fifty Thousand  Dollars  ($350,000)  as  a  real  estate  commission  to  Buyer’s  Broker  in  connection  with  the  transaction contemplated in this Agreement and One Hundred Fifty Thousand Dollars ($150,000)  as a finder’s fee to PM Ventures, LLC, dba Terrasset Management Group.  Each party hereby  agrees to pay any real estate commission, real estate finder’s fee, real estate acquisition fee or other  real  estate  brokerage-type  compensation  (any  of  the  foregoing  being  “Real  Estate  Compensation”) due to any other broker or finder claiming under a valid written agreement with  that party and to indemnify and defend the other against and to hold the other harmless from any  and all loss, cost, liability or expense (including but not limited to attorneys’ fees and returned  commissions) resulting from any such claim by any person or entity based upon such acts.  This                                          15 





 






indemnification and defense obligation shall survive the close of the Escrow contemplated herein  and, if such Escrow does not close, the termination of this Agreement.         8.3   Successors  and  Assigns.   Buyer  shall  not  assign  its  rights  hereunder  except  to  affiliated entities.  An affiliated entity for purposes hereof shall include any entity which is wholly  owned by a party or by a parent of a party, or any entity in which a party or a parent of a party has  an equity interest and is a general or managing partner/member.  The terms and provisions of this  Agreement  shall  be  binding  upon  and  shall  inure  to  the  benefit  of  the  heirs,  successors  and  permitted assigns  of the parties.  No third parties,  including  any brokers or creditors, shall be  beneficiaries hereof or entitled to any rights or benefits hereunder.         8.4   Notices.  All notices, consents or other communications required or permitted under  this  Agreement  shall  be  in  writing,  and  shall  be  personally  delivered,  sent  by  internationally  recognized overnight courier and shall be deemed received upon the earlier of (a) if personally  delivered, the date of delivery to the address of the person to receive such notice, (b) if delivered  by overnight courier for next Business Day delivery, the next Business Day, or (c) if delivered via  email, provided that a copy is also sent by one of the other methods set forth in this Section 8.4 on  the same day.  Notice of change of address shall be given by written notice in the manner detailed  in this Section 8.4.  Rejection or other refusal to accept or the inability to deliver because of a  change in address of which no notice was given shall be deemed to constitute receipt of the notice,  demand, request or communication sent.  Unless changed in accordance herewith, the addresses  for notices given pursuant to this Agreement shall be as follows:    To Seller:        Equity One (West Coast Portfolio) LLC                    c/o Regency Centers, L.P.                    2999 Oak Road, Suite 100                    Walnut Creek, CA 94597                       and to:           Burr & Forman, LLP                    Attention:  Timothy F. May, Esq.                     50 North Laura Street, Suite 3000                    Jacksonville, FL  32202                       If to Buyer:      10x Genomics, Inc.                    6230 Stoneridge Mall Road                    Pleasanton, CA 94588                       with a copy to (which shall not constitute notice):                    10x Genomics, Inc.                    6230 Stoneridge Mall Road                    Pleasanton, CA 94588                                                              16 





 






and to (which shall not constitute notice):                    Farella Braun + Martel LLP                    235 Montgomery Street                    San Francisco, CA 94194                             8.5   Time.   Time  is  of  the  essence  of  every  provision  contained  in  this  Agreement.   Unless otherwise specified, in computing any period of time described in this Agreement, the day  of the act or event after which the designated period of time begins to run is not to be included and  the last day of the period so computed is to be included, unless such last day is not a Business Day,  in which event the period shall run until the end of the next day which is a Business Day.  Unless  otherwise set forth in this Agreement, the last day of any period of time described herein shall be  deemed to end at 5:00 P. M. (Pacific Standard Time or Pacific Daylight Time as the case may be  at the time of delivery of the Notice).         8.6   Incorporation  by  Reference.  All  of  the  exhibits  attached  to  this  Agreement  or  referred to herein and all documents in the nature of such exhibits, when executed, are by this  reference incorporated in and made a part of this Agreement.          8.7   Attorneys’ Fees.  If any dispute between Buyer and Seller should result in litigation,  the prevailing party, if any, as determined by the court, shall be entitled to recover in and as part  of  the  judgment  or  in  a  separate  action  all  reasonable  costs  incurred  in  connection  with  such  litigation and any appeal therefrom, including, without limitation, reasonable attorneys’ fees.  The  obligations of the parties under this Section shall survive the Closing or the termination of this  Agreement.          8.8   Construction.   The  parties  acknowledge  that  each party  and  its  counsel  have  reviewed and revised this Agreement and that the normal rule of construction to the effect that any  ambiguities are to be resolved against the drafting party shall not be employed in the interpretation  of this Agreement or any amendments or exhibits hereto.  The captions preceding the text of each  Section are included for convenience of reference only and shall be disregarded in the construction  and interpretation of this Agreement.          8.9   Governing Law.  This Agreement shall be construed and interpreted in accordance  with and shall be governed and enforced in all respects according to the laws of the state California  but without regard to its choice of law rules.          8.10  Counterparts/Signatures.   This  Agreement  may  be  executed  in  one  or  more  counterparts.  All counterparts so executed shall constitute one contract, binding on all parties,  even though all parties are not signatory to the same counterpart.  Faxed, emailed, or other form  of  electronic  signature  hereon,  and  on  any  exhibit  hereto, shall  be  deemed  an  original  for  all  purposes.         8.11  Entire Agreement.  This Agreement and the attached exhibits, which are by this  reference incorporated herein and all documents in the nature of such exhibits, when executed,  contain the entire understanding of the parties and supersede any and all other written or oral                                          17 





 






understanding.   This  Agreement  may  be  amended  only  by  a  written  agreement  so  specifying,  executed by both parties.          8.12  No Waiver.  The failure by either party to enforce against the other any term of this  Agreement shall not be deemed a waiver of such party’s right to enforce against the other party  the same or any other term in the future.         8.13  Severability.  If any one or more of the provisions hereof shall be held to be invalid,  illegal  or  unenforceable  in  any  respect,  such  invalidity,  illegality  or  unenforceability  shall  not  affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal  or unenforceable provision were not herein contained.          8.14  No  Third  Party  Beneficiaries.   The  provisions  of  this  Agreement  and  of  the  documents to be executed and delivered at Closing are and will be for the benefit of Seller and  Buyer only and are not for the benefit of any third party, and accordingly, no third party shall have  the right to enforce the provisions of this Agreement or any of the documents to be executed and  delivered at Closing.         8.15  Tax  Deferred  Exchange.   Buyer  and/or  Seller  may  structure  the  transfer  of  the  Property pursuant to this Agreement as part of tax-deferred exchanges under Section 1031 of the  Internal Revenue Code of 1986, as amended (the “Code”).  Buyer and/or Seller may assign this  Agreement to a qualified intermediary selected by such party, in its sole discretion, to facilitate  such party’s Code Section 1031 exchange transaction.  Buyer and Seller shall cooperate with each  other in effecting such transaction or transactions, including, without limitation, consenting to the  assignment of this Agreement to a qualified intermediary, provided that such exchange transaction,  and the related documentation, shall:  (i) not require Buyer or Seller to execute any contract (other  than [A] a typical form of consent to and acknowledgment of such assignment and [B] as otherwise  set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third  parties which would expand Buyer’s or Seller’s obligations beyond this Agreement, (ii) not delay  the Closing or the transaction contemplated by this Agreement, or (iii) not require Buyer or Seller  to acquire  title  to  any  other  property  in  order  to  facilitate  the  other  party’s  1031  exchange  transaction.          8.16  Further Assurances. Each party agrees to perform, execute and deliver, on or after  the Closing, such further actions and documents as may be reasonably necessary or requested to  more  fully  effectuate  the  purposes,  terms  and  intent  of  this  Agreement  and  the  conveyances  contemplated herein.         8.17  Survival  of  Seller’s  Representations  and  Warranties.   The  representations  and  warranties  of  Seller  set  forth in  this  Agreement  shall  survive  the  Closing  for  a  period  of  two  hundred seventy (270) calendar days following the Closing Date (the “Survival Period”), at which  time they will be of no further force or effect except as hereinafter provided in this Section 8.17.   No claim asserted after Closing for a breach of any representation or warranty of Seller shall be  actionable or payable if the breach in question results from or is based on a condition, state of facts  or other matter which was known to Buyer prior to Closing or disclosed or referenced in this  Agreement, the documents delivered as part of the due diligence documentation.  Seller shall not  have any liability to Buyer for a breach of any representation or warranty (a) unless the valid claims                                          18 





 






for  all  breaches  with  respect  to  the  Property  collectively  aggregate  more  than  Twenty  Five  Thousand Dollars ($25,000.00), in which event only the amount of such valid claims in excess of  Twenty Five Thousand Dollars ($25,000.00) shall be actionable, up to the Cap (as defined in this  Section 8.17), and (b) unless written notice containing a description of the specific nature of such  breach shall have been given by Buyer to Seller prior to the expiration of the Survival Period and  an action shall have been commenced and filed by Buyer against Seller within sixty (60) days after  delivery of notice of the alleged breach.  As used herein, the term “Cap” shall mean Five Hundred  Thousand  Dollars  ($500,000)  in  the  aggregate.   In  no  event  whatsoever  shall  Seller  have  any  liability to Buyer in excess of the Cap for any claims asserted after Closing for a breach.          8.18  Natural Hazard Disclosure Statement.  Buyer and Seller acknowledge that Seller or  Buyer’s Broker may be required to disclose if the Property lies within the following natural hazard  areas or zones:  (1) a special flood hazard area designated by the Federal Emergency Management  Agency (Cal. Gov. Code § 8589.3); (2) an area of potential flooding (Cal. Gov. Code § 8589.4);  (3) a very high fire hazard severity zone (Cal. Gov. Code § 51183.5); (4) a wild land area that may  contain substantial forest fire risks and hazards (Pub. Resources Code § 4136); (5) an earthquake  fault zone (Pub. Resources Code § 2621.9); or (6) a seismic hazard zone (Pub. Resources Code §  2694).  Seller may engage the services of First American Natural Hazard Disclosures (which, in  such  capacity  is  herein  called  “Natural  Hazard  Expert”)  to  examine  the  maps  and  other  information specifically made available to the public by government agencies for the purpose of  enabling Seller to fulfill its disclosure obligations with respect to the foregoing natural hazards and  to report the result of its examination to Buyer and Seller in writing.  For the purpose of this  Agreement, the provisions of Civil Code Section 1102.4 regarding the non-liability of each of  Seller for errors or omissions not within in its personal knowledge shall be deemed to apply and  the Natural Hazard Expert shall be deemed to be an expert, dealing with matters within the scope  of its expertise with respect to the examination and written report regarding the natural hazards  referred to above.  In no event shall Seller have any responsibility for matters not actually known  to  Seller.   THESE  HAZARDS  MAY  LIMIT  BUYER’S  ABILITY  TO  DEVELOP  THE  PROPERTY,  TO  OBTAIN  INSURANCE,  OR  TO  RECEIVE  ASSISTANCE  AFTER  A  DISASTER.   THE  MAPS  ON  WHICH  THESE  DISCLOSURES  ARE  BASED  ESTIMATE  WHERE NATURAL HAZARDS EXIST.  THEY ARE NOT DEFINITIVE INDICATORS OF  WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER.   BUYER  MAY  WISH  TO  OBTAIN  PROFESSIONAL  ADVICE  REGARDING  THOSE  HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY.         8.19  No Recording.  Neither this Agreement nor any memorandum notice or short form  hereof shall be recorded.         8.20  Tax Appeals.         If any tax reduction proceedings in respect of the Property, (i) relating to any fiscal years  ending prior to the fiscal year in which the Closing occurs or (ii) relating to the fiscal year in which  the Closing occurs, are pending at the time of Closing, then until the date which is two (2) years  after the Closing Date (the “Tax Proceedings Cutoff Date”) the Seller reserves and shall have the  right to continue to prosecute and/or settle the same, subject to Buyer’s reasonable approval and  ability to participate; provided, however, that Seller shall not settle any such proceeding that relates  to the taxable year during which the Closing occurs or which could reasonably be expected to                                         19 





 






increase  any  tax  liability  with  respect  to  the  Property  in  a  taxable  period  (or  portion  thereof)  following  the Closing Date without Buyer’s prior written  consent,  which consent  shall not  be  unreasonably withheld, conditioned or delayed.  Buyer shall reasonably cooperate with Seller in  connection with the prosecution of any such tax reduction proceedings.  From and after the Tax  Proceedings Cutoff Date, Buyer shall have the sole right to continue and prosecute and/or settle  any tax reduction proceedings in respect of the Property.         Any refunds or savings (including credits) in the payment of real property taxes (whether  or not resulting from such tax reduction proceedings) applicable to taxes payable during the period  (or portion thereof) prior to the date of the Closing shall belong to and be the property of Seller,  and any refunds or savings in the payment of taxes applicable to taxes payable from and after the  date of the Closing shall belong to and be the property of Buyer; provided, however, that if any  refund received by the Seller pursuant to this Section 8.20 creates an obligation to reimburse any  Tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund  equal to the amount of such required reimbursement (after deduction of allocable expenses as may  be provided in the Lease to such Tenant) shall be paid by Seller directly to the Tenants entitled  thereto.  All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall  be apportioned between Seller and Buyer in proportion to the gross amount of such refunds or  savings payable to Seller and Buyer, respectively (without regard to any amounts reimbursable to  Tenants); provided, however, that neither Seller nor Buyer shall have any liability for any such  fees or expenses in excess of the refund or savings paid to such party unless such party initiated  such proceeding.  All amounts payable to Buyer shall be paid by Seller within ten (10) business  days after receipt by Seller or its successors or assigns of such refund or savings. All amounts  payable to Seller shall be paid by Buyer within ten (10) business days after receipt by Buyer or its  successors or assigns of such refund or savings.                               [Signature page follows.]                                          20 





 






 IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first  written above.                                              SELLER:                                   BUYER:  EQUITY ONE (WEST COAST                    10x GENOMICS, INC.,  PORTFOLIO) LLC, a Florida limited liability a Delaware corporation  company                                                                               By: ___/s/ Serge Saxonov___________  By: Regency Centers, L.P.                 Name: Serge Saxonov      a Delaware limited partnership, its   Title:   Chief Executive Officer      sole member                                      August 10, 2020                                                  By: Regency Centers Corporation          a Florida corporation, its          general partner                    By: ___/s/ Howard Overton________          Name: Howard Overton          Title: Vice President                                                      





 






               Schedule A          Litigation           None                         





 






                  Schedule B                                           List of Contracts                                 Century Lighting and Electric – Lighting      Emerald Landscaping Service – Landscaping          Keystone Pest Control – Pest Control             Overton Security  - Security  Universal Maintenance – Porter, Power Wash, Sweeping                                                                              





 






         EXHIBIT A   PRELIMINARY TITLE REPORT       [Title Report Appendix]                                  





 






    EXHIBIT B      RENT ROLL   [Rent Roll Appendix]                                          





 






                                  EXHIBIT C                          DEPOSIT ESCROW INSTRUCTIONS                                                                          August      , 2020   First American Title Insurance Company  1737 North First Street, Suite 500  San Jose, CA 95112           Re:   Purchase  and  Sale  of  Pleasanton  Plaza,  1701  Springdale  Ave.,  Pleasanton,              Alameda APN 941-1201-026, Your Escrow No. NCS-1023309-SC          Ladies/Gentlemen:   EQUITY  ONE  (WEST  COAST  PORTFOLIO)  LLC,  a  Florida  limited  liability  company  (“Seller”), and 10x GENOMICS, INC., (“Buyer”), have entered into that certain Agreement for  Purchase and Sale, dated August   , 2020 (the “Agreement”), pursuant to which Seller has agreed  to sell and convey to Buyer the real property identified above (the “Property”), and Buyer has  agreed to purchase the Property from Seller.  You have opened the above-referenced Escrow (the  “Escrow”) in connection with the transaction contemplated by the Agreement.         Pursuant to the terms of the Agreement, Buyer is herewith depositing into Escrow Five  Hundred Thousand Dollars ($500,000).  Please promptly disburse One Hundred Dollars ($100) to  Seller.  The remaining amount is the “Initial Deposit.”  Buyer may deposit an additional Seven  Hundred Fifty Dollars ($750,000) pursuant to the terms of the Agreement, which, upon receipt,  shall be deemed the “Additional Deposit”.  If, on or before October 23, 2020, Buyer gives you  notice that it is terminating the Agreement then as soon as possible thereafter, you shall return the  Initial Deposit  to  Buyer.  The  Initial Deposit  and the Additional  Deposit,  if received, and the  extension deposit in the amount of $250,000.00, if received, are, collectively, the “Deposit”.         Any amounts  held  by you in  this  Escrow as  the Deposit  may, at  Buyer’s  direction, be  invested for Buyer’s account and all interest income shall be reported to Buyer.  Upon the closing  of this Escrow for the conveyance of the Property shall be credited against the purchase price for  the Property.         Except as otherwise expressly set forth herein, the Deposit and any addition thereto shall  be released to Seller or Buyer only in strict accordance with the terms of the Agreement and upon  consistent written instructions from both Seller and Buyer.         These instructions may be executed in counterparts, each of which shall be deemed an  original, but all of which, together, shall constitute one and the same instrument.   All notices shall be in writing, and shall be personally delivered, sent by internationally recognized  overnight courier and shall be deemed received upon the earlier of (a) if personally delivered, the  date of delivery to the address of the person to receive such notice, (b) if delivered by overnight    





 






courier for  next  Business  Day  delivery,  the  next  Business  Day,  or  (c)  if  delivered  via  email,  provided that a copy is also sent by one of the other methods set forth herein on the same day.   Notice  of  change  of  address  shall  be  given  by  written  notice  in  the  manner  described  herein.   Rejection or other refusal to accept or the inability to deliver because of a change in address of  which no notice was given shall be deemed to constitute receipt of the notice, demand, request or  communication sent.  Unless changed in  accordance herewith,  the addresses for notices  given  pursuant to these instructions shall be as follows:    To Seller:        Equity One (West Coast Portfolio) LLC                    c/o Regency Centers, L.P.                    2999 Oak Road, Suite 100                    Walnut Creek, CA 94597                       and to:           Burr & Forman, LLP                    Attention:  Timothy F. May, Esq.                     50 North Laura Street, Suite 3000                    Jacksonville, FL  32202                       If to Buyer:      10x Genomics, Inc.                    6230 Stoneridge Mall Road                    Pleasanton, CA 94588                       with a copy to (which shall not constitute notice):                    10x Genomics, Inc.                    6230 Stoneridge Mall Road                    Pleasanton, CA 94588                       and to (which shall not constitute notice):                    Farella Braun + Martel LLP                    235 Montgomery Street                    San Francisco, CA 94194                                                  [signatures on following page]                               





 






      By signing below you hereby acknowledge the terms contained herein and agree to proceed  strictly in accordance herewith.                                     Sincerely,   BUYER:                               SELLER:   10x GENOMICS, INC.,                  EQUITY ONE (WEST COAST PORTFOLIO)  a Delaware corporation               LLC, a Florida limited liability company                                         By:___________________________       By: Regency Centers, L.P.  Name: ________________________          a Delaware limited partnership  Title: _________________________        sole member                                                                                    By: Regency Centers Corporation                                              a Florida corporation                                              general partner                                                                                            By: ___________________________                                              Name:  Howard Overton                                              Title:  Vice President                                                                                               AGREED AND ACKNOWLEDGED:   FIRST AMERICAN TITLE INSURANCE COMPANY   By:  ___________________________________  Name:  ________________________________  Its: ___________________________________          





 






                                  EXHIBIT D                                       DEED                                             Recorded at Request of and   When Recorded Mail to:      Attn: _________________________      Mail Tax Statements to:      Attn: _________________________    APN: 941-1201-026                                   GRANT DEED    The undersigned grantor declares:  Documentary transfer tax is $____________, computed on full value of property conveyed.   EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2)   FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, EQUITY  ONE (WEST COAST PORTFOLIO) LLC, a Florida limited liability company, (“Grantor”), does  hereby grant and convey to __________________________________ (“Grantee”), the following  described  real  property  (the  “Property”)  situated  in  City  of  Pleasanton,  Alameda County,  California:         SEE EXHIBIT A ATTACHED HERETO AND BY THIS REFERENCE MADE        A PART HEREOF          together with any improvements, buildings, structures and fixtures located thereon; all easements,  if any, benefiting the Property; all rights, benefits, privileges, and appurtenances pertaining to the  Property, if any, including the right, title and interest of Grantor in and to any property lying in or  under the bed of any street, alley, road or right of way, open or proposed, abutting or adjacent to  the Property; the strips, gaps or gores, if any, between the Property and abutting property; any  water, water rights, oil, gas or other mineral interest in, on, under or above the Property, including  water rights appurtenant to the Property pursuant to a certificate of grandfathered water rights, if  any;  and  all  rights  and  interests  to  receive  any  condemnation  awards  from  any  condemnation  proceedings  pertaining  to  the  Property,  sewer  rights,  water  courses,  wells,  ditches  and  flumes  located on or appurtenant to the Property.     





 






      SUBJECT TO all non-delinquent taxes and other assessments, reservations in patents and  all easements, rights-of-way, covenants, conditions, and restrictions of record and all other matters  of record.         AND GRANTOR hereby binds itself and its successors to warrant and defend the title  against all of the acts of Grantor and no other, subject to the matters set forth above.         IN WITNESS WHEREOF, the said grantor has caused this instrument to be executed in  its name by its duly authorized representative the day and year first above written.   EQUITY ONE (WEST COAST PORTFOLIO) LLC  a Florida limited liability company    By: Regency Centers, L.P.     a Delaware limited partnership     sole member          By: Regency Centers Corporation         a Florida corporation         general partner                  By: ___________________________         Name: ________________________         Title: _________________________              





 






                             Exhibit A to Grant Deed                          Legal Description of Real Property   Real property in the City of Pleasanton, County of Alameda, State of California, described as  follows:   PARCEL 5, PARCEL MAP 2510, FILED MAY 25, 1978, BOOK 102 OF MAPS, PAGES 31  AND 32, ALAMEDA COUNTY RECORDS.   APN: 941-1201-026    





 






                                         A  notary  public  or  other  officer  completing  this  certificate  verifies  only  the  identity  of  the  individual who signed the document to which this certificate is attached, and not the truthfulness,  accuracy, or validity of that document.      State of California   County of _______________________     On __________________,  201_  before  me,  ______________________________________,  Notary  Public,  personally  appeared  ______________________________________________,  who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are  subscribed to the within instrument and acknowledged to me that he/she/they executed the same  in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the  person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.     I  certify  under  PENALTY  OF  PERJURY  under  the  laws  of  the  State  of  California  that  the  foregoing paragraph is true and correct.                             WITNESS my hand and official seal.                                                                                                        ________________________________________                              Signature of Notary Public                                            (Notary Seal)    





 






                                  EXHIBIT E       FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND                             INTANGIBLE PROPERTY         ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND INTANGIBLE  PROPERTY (this “Assignment”) made as of ______________, 20__, by and between EQUITY  ONE (WEST COAST PORTFOLIO) LLC a Florida limited liability company (“Assignor”), and  ______________________________, a _____________________________ (“Assignee”).                                 W I T N E S S E T H:         [WHEREAS,  10x  Genomics,  Inc.,  a  Delaware  corporation  (“Original  Buyer”),  and  Assignor entered into that certain Agreement for Purchase and Sale dated _________________  (the “Contract”), covering the Premises (as hereinafter defined); and]         [WHEREAS, Original Buyer assigned its rights under the Contract to Assignee; and]         WHEREAS,  Assignor  has  simultaneously  herewith  conveyed  to  the  Assignee  all  of  Assignor’s right, title and interest in and to the premises known as premises known as Pleasanton  Plaza, 1701 Springdale Avenue, Pleasanton, Alameda County, California, as more particularly  described in Exhibit A attached hereto (the “Premises”), and in connection therewith, Assignor  has agreed to assign to Assignee all of Assignor’s right, title and interest in and to those service  contracts referenced on the schedule attached as Exhibit B hereto (collectively, the “Contracts”),  and  the  intangible  personal  property  owned  by  Seller  and  related  to  the  Land  and  the  Improvements,  including,  without  limitation,  to  the  extent  assignable:  surveys,  drawings  and  specifications for the Improvements, if any; warranties and guaranties, if any; Seller’s interest in  any and all certificates of occupancy, governmental permits, approvals and licenses; claims against  tenants  for  reimbursements;  and  any  declarant  or  other  related  rights  or  interests  under  any  declarations  and  other  instruments  that  encumber  title  to  the  Premises  (the  “Intangible  Property”).  The previous provisions to the contrary notwithstanding, the term Intangible Property  shall specifically exclude all entrance, exit and leasing signs referencing “Regency”, “Regency  Centers” or affiliated entities.  Terms not otherwise defined herein have the meanings given in the  Contract.         NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby  acknowledged,  the  parties hereto hereby agree as follows:         1.    Assignor hereby assigns unto Assignee, all of the right, title and interest of Assignor  in and to the Contracts and the Intangible Property;         TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns from and  after the date hereof, subject to the terms, covenants and conditions of the Contracts.         2.    Assignee assumes the performance of all of the obligations of Assignor under the  Contracts to be performed from and after the date hereof.  Other than the Contracts, Assignor does  hereby represent and warrant to Assignee that neither Assignor nor its managing agent is party to    





 






any service, maintenance, management, utility, marketing, advertising or other such contracts or  agreements in force or effect with respect to the Premises.  Assignee agrees to indemnify, protect,  defend  and  hold  Assignor  harmless  from  and  against  any  and  all  claims,  demands,  liabilities,  losses, costs, damages or expenses including, without limitation, reasonable attorneys’ fees and  costs (collectively, “Claims”) arising out of or resulting from any breach or default by Assignee  in its obligations under the terms of the Contracts from and after the date hereof.         3.    Assignor hereby agrees to indemnify, protect, defend and hold Assignee harmless  from and against any and all Claims arising out of or resulting from any breach or default by  Assignor in its obligations under the terms of the Contracts prior to the date hereof.         4.    This Assignment shall be binding on and inure to the benefit of the parties hereto,  their heirs, executors, administrators, successors in interest and assigns.         5.    If  any  dispute  between  Assignor  and  Assignee  should  result  in  litigation,  the  prevailing party, if any, as determined by the court, shall be entitled to recover in and as part of  the judgment or in a separate action all reasonable costs incurred in connection with such litigation  and any appeal therefrom, including, without limitation, reasonable attorneys’ fees         6.    This Assignment may be executed in separate counterparts, which, together, shall  constitute one and the same fully executed Assignment.  Delivery of an executed counterpart of a  signature page of this Assignment by facsimile or other electronic transmission shall be effective  as delivery of a manually executed original counterpart of this Assignment.         IN WITNESS WHEREOF, this Assignment has been duly executed as of the date first  above written.                                  ASSIGNOR:                                   EQUITY ONE (WEST COAST PORTFOLIO)                                  LLC, a Florida limited liability company                                                                    By: Regency Centers, L.P.                                      a Delaware limited partnership                                      sole member                                                                            By: Regency Centers Corporation                                          a Florida corporation                                          general partner                                                                                    By: ____________________________                                          Name: __________________________                                          Title: ___________________________                               





 






                              ASSIGNEE:                                                                                                                                         By:                                                                   Name:                                                                 Its:                                                                    List of Exhibits:     Exhibit A - Legal Description of the Property  Exhibit B - List of Service Contracts     





 






                    Exhibit A - Legal Description of the Property     Real property in the City of Pleasanton, County of Alameda, State of California, described as  follows:   PARCEL 5, PARCEL MAP 2510, FILED MAY 25, 1978, BOOK 102 OF MAPS, PAGES 31  AND 32, ALAMEDA COUNTY RECORDS.   APN: 941-1201-026     





 






Exhibit B - List of Service Contracts                 





 






                                  EXHIBIT F                                                              CERTIFICATE OF NON-FOREIGN STATUS   Section 1445 of the Internal Revenue Code provides that a buyer of a U.S. real property interest  must withhold tax if the transferor is a foreign person. To inform buyer that a withholding of tax  is not required upon the disposition of a U.S. real property interest by EQUITY ONE (WEST  COAST  PORTFOLIO)  LLC,  a  Florida  limited  liability  company (“Seller”),  the  undersigned  hereby certifies the following on behalf of Seller:         1.    Seller  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.    Seller is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);         3.    Seller’s U.S. employer identification number is______________; and         4.    Seller’s office address is         Seller understands that this certification may be disclosed to the Internal Revenue Service  by buyer and that any false statement contained herein could be punished by fine, imprisonment,  or both.         Under penalty of perjury I declare that I have examined this certificate 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 Seller.   Dated: ___________________, 201_.      EQUITY ONE (WEST COAST PORTFOLIO) LLC  a Florida limited liability company    By: Regency Centers, L.P.     a Delaware limited partnership     sole member          By: Regency Centers Corporation         a Florida corporation         general partner                  By: ___________________________         Name: ________________________         Title: _________________________     





 






                                  EXHIBIT H                   OWNER’S NO LIEN AND POSSESSION AFFIDAVIT                                            STATE OF                  COUNTY OF                         Before me, the undersigned authority, this day personally appeared        (“Affiant”), who being by me first duly sworn, deposes and says:         1.    Affiant has personal knowledge of the facts that are sworn to in this affidavit, and  Affiant is fully authorized and qualified to make this affidavit.         2.    Affiant is the                 (the  “Owner”),  and  is  authorized  to  make  this Affidavit on its behalf.         3.    In accordance with Section 1445 of the Internal Revenue Code, as amended (the  “Code”) and under the penalties of perjury, Affiant makes the following statements:               (a)   Owner’s United States address is:                                                                                                                   (b)   Owner is not a “foreign person,” as such term is defined in Section 1445(f)  of the Code;                (c)   Owner’s tax identification number is:           ; and               (d)   Affiant  understands  that  this  Affidavit  may  be  disclosed  to  the  Internal  Revenue Service.         4.    The Owner is the owner of that certain real property located in                 , as more particularly described on Exhibit “A” attached hereto and by reference  made a part hereof (the “Property”).         5.    Owner has not granted any reservations for State Road rights-of-way or for oil, gas  or  mineral  rights  within  the  Property,  and  to  the  best  of  Affiant’s  knowledge  there  exist  no  reservations for State Road rights-of-way or for oil, gas or mineral rights within the Property, other  than as shown by the public records of ___________________.         6.    There have been no improvements, alterations or repairs made by Owner to the  Property within the past one hundred twenty (120) days for which the cost, or any part thereof,  remain unpaid.         7.    There are no construction liens against the Property, or any part thereof, which liens  would have been created or incurred by virtue of an obligation of the Owner, and no contractor,  subcontractor,  laborer,  or  materialman,  engineer,  land  engineer,  surveyor  or  any  other  party    





 






entitled to a lien has any lien or right to lien against the Property, or any part thereof, by virtue of  any unpaid obligation created or incurred by the Owner.  No Notice of Commencement presently  affecting the Property has been filed in the public records of     or  posted  on  the Property.          8.    There  are  no  claims,  demands,  contract  rights,  liens  or  judgments  outstanding  against the Property and the Owner is not indebted to anyone for the Property.         9.    There are no easements or claims of easements on the Property not shown on the  public records of                   .         10.   There  are  no  outstanding  rights  or  claims  of  any  parties  in  possession  of  the  Property not shown on the public records of           , and that there are no parties  other than the Owner and its tenants in possession of the Property as follows:                      See list of tenants attached hereto as Exhibit “B”                                                  11.   There  are  no  outstanding  taxes  or  special  assessments,  which  are  not  shown  as  existing liens by the public records of               .         12.   Other than as set forth in the leases or in recorded documents, there are no rights of  first refusal or options to purchase all or any part of the Property.         13.   This Affidavit is made for the purpose of inducing                  to issue its policies of title insurance including endorsements and, if applicable, to eliminate certain  standard exceptions.  In addition, this Affidavit is made for the purpose of inducing                                   to act as escrow or closing agent and then to disburse any  funds held as escrow or closing agent.  Owner hereby indemnifies and agrees to save harmless                                 ,  and  its  agent  against  any  damage  or  expense,  including  attorney fees, sustained as a result of any of the foregoing matters not being true and accurate.            Dated                   , 20___.                                                                                                                                                  





 






                                         A notary public or other officer completing this certificate verifies only the identity of the  individual who signed the document to which this certificate is attached, and not the  truthfulness, accuracy, or validity of that document.      State of California   County of _______________________     On __________________,  201_  before  me,  ______________________________________,  Notary  Public,  personally  appeared  ______________________________________________,  who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are  subscribed to the within instrument and acknowledged to me that he/she/they executed the same  in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the  person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.     I  certify  under  PENALTY  OF  PERJURY  under  the  laws  of  the  State  of  California  that  the  foregoing paragraph is true and correct.                             WITNESS my hand and official seal.                                                                                                        ________________________________________                              Signature of Notary Public                                            (Notary Seal)     





 






                       GAP INDEMNITY AGREEMENT    WHEREAS, FIRST AMERICAN TITLE INSURANCE COMPANY, hereinafter referred to  as the “Company” has been requested to issue its title insurance policy or policies or commitments  hereinafter referred to as the “Title Insurance Policy”, to       .           See Exhibit “A” attached hereto and made a part hereof (the “Property”).    AND WHEREAS, the Company is unwilling to issue said Title Insurance Policy until the closing  instrument(s) under which the insured acquires an interest in the Property is/are filed for record in  the appropriate recording office(s);    NOW THEREFORE it is agreed that in consideration of the Company issuing its Title Insurance  Policy without making exception therein  of matters  which may arise between the most recent  effective date of the title commitment (the last date upon which the search of title is effective) and  the date the documents creating the interest being insured have been filed for record and which  matters may constitute an encumbrance on or affect said title, the undersigned agrees to promptly  defend, remove, bond or otherwise dispose of any encumbrance, lien or objectionable matter to  title (collectively, “Objection(s) to Title”) which may arise or be filed, as the case may be, against  the  Property  arising  through  Indemnitor  during  the  period  of  time  between  the  most  recent  effective date of title commitment and date of recording of all closing instruments, and to hold  harmless and indemnify the Company against all expenses, costs and reasonable attorneys’ fees  which may arise out of its failure to so remove, bond or otherwise dispose of any said objection(s)  to title, to the extent arising through Indemnitor.  The undersigned covenants and agrees to pay the  Company all amounts so expended on demand.    IN  WITNESS  WHEREOF,  the  undersigned  executed  this  Gap  Indemnity  Agreement  on this  ______ day of _____________, 20__.    EQUITY ONE (WEST COAST PORTFOLIO) LLC  a Florida limited liability company    By: Regency Centers, L.P.     a Delaware limited partnership     sole member          By: Regency Centers Corporation         a Florida corporation         general partner                  By: ___________________________         Name: ________________________         Title: _________________________