Exhibit 10.38


 




	
  

  	
  AIR STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF
  REAL ESTATE (Non-Residential)
  AIR
  Commercial Real Estate Association December 13,
  2012 (Date for Reference Purposes) 1.
  Buyer. 1.1 Supreme
  Indiana Operations, Inc., a Delaware corporation, ( “Buyer’) hereby offers to purchase
  the real property, hereinafter described, from the owner thereof (“Seller”) (collectively, the
  “Parties” or individually, a “Party”),
  through an escrow (“Escrow”) to
  close 30 or see addendum days after the waiver or expiration of the Buyer’s
  Contingencies, (“Expected Closing
  Date”) to be held by Chicago Title Insurance Company (“Escrow Holder”) whose address is
  Chicago Commercial Center, 10 LaSalle St., Suite 3100, Chicago, IL
  60603 Attn: Gerald Castro, Phone No. (312) 223-2470, Facsimile No. (312)
  223-5800 upon the terms and conditions set forth in this agreement (“Agreement”). Buyer shall have the
  right to assign Buyer’s rights hereunder, but any such assignment shall not
  relieve Buyer of Buyer’s obligations herein unless Seller expressly releases
  Buyer.  1.2 The term “Date of Agreement” as used herein
  shall be the date when by execution and delivery (as defined in paragraph
  20.2) of this document or a subsequent counteroffer thereto, Buyer and Seller
  have reached agreement in writing whereby Seller agrees to sell, and Buyer
  agrees to purchase, the Property upon terms accepted by both Parties.  2.
  Property.  2.1 The real property
  (“Property”) that is the
  subject of this offer consists of (insert a brief physical description) four
  existing buildings (containing a total of approximately 103,730 square feet,
  the “Buildings”) located on approximately 19.12 acres of land (the “Land”) is
  located in the City of Moreno Valley, County of Riverside State of California,
  is commonly known by the street address of 22201 and 22135 Alessandro and is
  legally described as: See Exhibit “A” attached hereto and incorporated
  by reference (APN: 297-130-034-1, 297-130-037-429, 297-130-038-5  ). 
  2.2 If the legal description of the Property is not complete or is
  inaccurate, this Agreement shall not be invalid and the legal description
  shall be completed or corrected to meet the requirements of Chicago Title
  Insurance Company (“Title Company”), which
  shall issue the title policy hereinafter described.  2.3 The Property includes, at no additional
  cost to Buyer, the permanent improvements thereon, including those items
  which pursuant to applicable law are a part of the property, as well as the
  following items, if any, owned by Seller and at present located on the
  Property: electrical distribution systems (power panel, bus ducting,
  conduits, disconnects, lighting fixtures); telephone distribution systems
  (lines, jacks and connections only); space heaters; heating, ventilating, air
  conditioning equipment (“HVAC”); air
  lines; fire sprinkler systems; security and fire detection systems; carpets;
  window coverings; wall coverings. ; and any personal property related to the
  use or operation of the Property (collectively, the “Improvements”).  2.4 The
  fire sprinkler monitor: is owned by Seller and included in the Purchase
  Price, q is leased by Seller, and Buyer will need to negotiate a new
  lease with the fire monitoring company, ownership will be determined during
  Escrow, or there is no fire sprinkler monitor.  2.5 Intentionally Omitted Except as
  provided in Paragraph 2.3, the Purchase Price does not include Seller’s
  personal property, furniture and all of which shall be removed by Seller
  prior to Closing.  3. Purchase Price.  3.1 The purchase price (“Purchase Price”) to be paid by
  Buyer to Seller for the Property shall be $4,100,000.00, payable as
  follows:  (a) Cash down payment,
  including the Deposit as defined in paragraph 4.3 (or if an all cash
  transaction, the Purchase Price): 
  $100,000.00 INITIALS INITIALS PAGE
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   (Strike if not applicable)  (b) Amount of “New Loan”
  as defined in paragraph 5.1, if any:$4,000,000.00  (c) Buyer shall take title to the
  Property subject to and/or assume the following existing deed(s) of
  trust (“Existing Deed(s) of Trust”) securing the existing promissory
  note(s) (“Existing Note(s)”):  $  (i)
  An Existing Note (“First Note”) with an unpaid principal balance as of the —
  Closing of approximately:  (Strike if not applicable) Said First Note is payable at
  $                                 per
  month, including interest at the rate
  of                 
  % per annum until paid (and/or the — entire unpaid balance is due on
                             ).  (ii)
  An Existing Note (“Second Note”) with an unpaid principal balance as of the
  Closing of approximately: $  Said Second Nate is payable at
  $         per month, including
  interest at the rate of        % per
  annum until paid (and/or the entire unpaid balance is due
  on                  )      (Strike if not applicable) (d) Buyer shall
  give Seller a deed of trust (“Purchase Money Deed of Trust”) on the -
  property, to secure the promissory note of Buyer to Seller described in
  paragraph 6 - (“Purchase Money Note”) in the amount of: $  Total
  Purchase Price: $4,100,000.00  3.2 If
  Buyer is taking title to the Property subject to, or assuming, an Existing
  Deed of Trust and such deed of trust permits the beneficiary to demand
  payment of fees including, but net limited to, points, processing fees, and
  appraisal fees as a condition to the transfer of the Property, Buyer agrees
  to pay such fees up to a maximum of 1.5% of the unpaid principal balance of
  the applicable Existing Note.  4.
  Deposits.  4.1 x Buyer has delivered to Escrow Holder Broker a check or wire in the sum of $100,000.00,
  payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2
  or      business days after both Parties have
  executed this Agreement and the executed Agreement has been delivered to
  Escrow Holder, or o within 2
  or            business
  days after both Parties have executed this Agreement and the executed
  Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow
  Holder a check in the sum of
  $                       .
  If said check is not received by Escrow Holder within said time period then
  Seller may elect to unilaterally terminate this transaction by giving written
  notice of such election to Escrow Holder whereupon neither Party shall have
  any further liability to the ether under this Agreement. Should Buyer and
  Seller not enter into an agreement for purchase and sale, Buyer’s check or
  funds shall, upon request by Buyer, be promptly returned to Buyer.  4.2 Intentionally omitted. Additional
  deposits:  (a)  Within 5 business
  days after the Date of Agreement, Buyer shall deposit with Escrow Holder the
  additional sum of
  $                                    to
  be applied to the Purchase Price at the Closing.  (b) Within 5 business days after the
  contingencies discussed in paragraph 9.1 (a) through (k) are
  approved or waived, Buyer shall deposit with Escrow Holder the additional sum
  of
  $                      to
  be applied to the Purchase Price at the Closing.  4.3 Escrow Holder shall deposit any the
  funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2
  (collectively the “Deposit”), in a State or Federally chartered bank in an
  money market interest bearing account whose term is appropriate and
  consistent with the timing requirements of this transaction. The interest
  therefrom shall accrue to the benefit of Buyer, who hereby acknowledges that
  there may be penalties or interest forfeitures if the applicable instrument
  is redeemed prior to its specified maturity. 
  Buyer’s Federal Tax Identification Number is as provided in Escrow.
  NOTE: Such interest bearing account cannot be opened until Buyer’s Federal
  Tax Identification Number is provided. 
  4.4 Notwithstanding the foregoing, within 5 days after Escrow Holder
  receives the monies described in paragraph 4.1 above, Escrow Holder shall
  release $100 of said monies to Seller as and for independent consideration
  for Seller’s’ execution of this Agreement and the granting of the contingency
  period to Buyer as herein provided. 
  Such independent consideration is non-refundable to Buyer but shall be
  credited to the Purchase Price in the event that the purchase of the Property
  is completed.  5. Intentionally omitted.
  Financing Contingency. (Strike if Rot applicable)  5.1 This after is contingent upon Buyer
  obtaining from an insurance company, financial institution or ether lender, a
  commitment to lend to Buyer a sum equal to at
  least           % of
  the Purchase Price, on terms reasonably acceptable to Buyer. Such lean (“New
  Loan”) shall be sect, red by a first deed of trust or mortgage on the
  Property. If this Agreement provides for Seller to carry back junior
  financial, then Seller shall have the right to approve the terms of the New
  Loan. Seller shall have 7 days from receipt of the commitment setting forth
  the proposed terms of the New Loan to approve or disapprove of such proposed
  terms. If Seller fails to notify Escrow Holder, in writing, of the
  disapproval within said 7 days it shall be conclusively presumed that Seller
  has approved the terms of the New Loan. 
  5.2 Buyer hereby agrees to diligently pursue obtaining the New
  Loan.  If Buyer shall fail to notify
  its Broker, Escrow Holder Seller, in writing
  within         days following
  the Date of Agreement; that the New Loan has not been obtained, it shall be
  conclusively presumed that Buyer has either obtained said New Loan or has
  waived this New Loan contingency.  5.3
  If, after due diligence, Buyer shall notify its Broker, Escrow Holder and
  Seller, in writing, within the time specified in paragraph 5.2 hereof, that Buyer
  has not obtained said New Loan, this Agreement shall be terminated, and Buyer
  shall be entitled to the prompt return of the Deposit, plus any interest
  earned thereon, less only Escrow Holder and Title Company cancellation fees
  and costs, which Buyer shall pay.  6.
  Intentionally omitted. Seller Financing (Purchase Money Note).  (Strike if not applicable)  6.1 If Seller approved Buyer’s Financing
  (see paragraph 6.5) the Purchase Money Note shall provide for interest on
  unpaid principal at the rate of                     %
  per annum, with principal and interest paid as follows:     INITIALS INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE
  ASSOCIATION FORM OF A-9-8/11E PAGE 2 OF 11

  






 















	
  

  	
  The Purchase
  Money Note and Purchase Money Deed of Trust shall be on the current forms
  commonly used by Escrow Holder and be junior and subordinate only to the
  Existing Note(s) and/or the New Loan expressly called for by this Agreement.
  6.2 The Purchase Money Note and/or the Purchase Money Deed of Trust shall
  contain provisions regarding the following (see also paragraph 10.3
  (b)):  (a) Prepayment. Principal may be
  prepaid in whole or in part at any time without penalty, at the option of the
  Buyer.  (b) Late Charge. A late charge
  of 6% shall be payable with respect to any payment of principal, interest, or
  other charges, not made within 10 days after it is due.  (c) Due On Sale. In the event the Buyer
  sells or transfers title to the Property or any portion thereof, then the
  Seller may, at Seller’s option, require the entire unpaid balance of said
  Note to be paid in full.  6.3 If the
  Purchase Money Deed of Trust is to be subordinate to other financing, Escrow
  Holder shall, at Buyer’s expense prepare and record on Seller’s behalf a
  request for notice of default and/or sale with regard to each mortgage of
  deed of trust to which it will be subordinate.  6.4 WARNING CALIFORNIA LAW DOES NOT ALLOW
  DEFICIENCY JUDGMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE
  LOAN, SELLER’S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY.  6.5 Seller’s obligation to provide
  financing is contingent upon Seller’s responsible approval of buyer’s
  financial condition. Buyer to provide a current financial statement and
  copies of its Federal tax returns for the last 3 years to Seller within 10
  days following the Date of Agreement. Seller has 10 days following receipt of
  such documentation to satisfy itself with regard to Buyer’s financial
  condition and to notify Escrow Holder as to whether or not Buyer’s financial
  condition is acceptable. If Seller fails to notify Escrow Holder, in writing,
  of the disapproval of this contingency within said time period, it shall be
  conclusively presumed that Seller has approved Buyer’s financial condition.
  If seller is not satisfied with Buyer’s financial condition or if Buyer fails
  to deliver the required documentation then Seller may notify Escrow Holder,
  in writing that Seller Financing will not be available, and Buyer shall have
  the option, within 10 days of the receipt of such notice, to either terminate
  this transaction or to purchase the Property without Seller financing. If
  Buyer fails to notify Escrow Holder within said time period of its election
  to terminate this transaction then Buyer shall be conclusively presumed to
  have elected to purchase the Property without Seller financing. If Buyer
  elects to terminate, Buyer’s Deposit shall be refunded loss Title Company and
  Escrow Holder cancellation fees and costs, all of which shall be Buyer’s
  obligation.  7. Intentionally omitted.
  Real Estate Brokers.  7.1 The following
  real estate broker(s) (“Brokers”) and brokerage relationships exist in this
  transaction and are consented to by the Parties (check the applicable
  boxes):  o
                                      represents
  Seller exclusively (“Seller’s Broker”); o                                     represents
  Buyer exclusively (“Buyer’s Broker”); or o
                                      represents
  both Seller and Buyer (“Dual Agency”). 
  The Parties acknowledge that Brokers are the procuring cause of this
  Agreement. See paragraph 24 regarding the nature of a real estate agency
  relationship. Buyer shall use the services of Buyer’s Broker exclusively in
  connection with any and all negotiations and offers with respect to the
  Property for a period of 1 year from the date inserted for reference purposes
  at the top of page 1.  7.2 Buyer and
  Seller each represent and warrant to the other that he/she/it has had no dealings
  with any person, firm, broker or finder in connection with the negotiation of
  this Agreement and/or the consummation of the purchase and sale contemplated
  herein, other than the Brokers named in paragraph 7.1, and no broker or other
  person, firm or entity, other than said Brokers is/are entitled to any
  commission or finder’s fee in connection with this transaction as the result
  of any dealings of acts of such Party. Buyer and Seller do each hereby agree
  to indemnify, defend, protect broker, finder or other similar party, other
  than said named Brokers by reason of any dealings or act of the indemnifying
  Party.  8. Escrow and Closing. 
  8.1 Upon acceptance hereof by Seller, this Agreement, including any
  counteroffers incorporated herein by the Parties, shall constitute not only
  the agreement of purchase and sale between Buyer and Seller, but also
  instructions to Escrow Holder for the consummation of the Agreement through
  the Escrow. Escrow Holder shall not prepare any further escrow instructions
  restating or amending the Agreement unless specifically so instructed by the
  Parties or a Broker herein. Subject to the reasonable approval of the Parties,
  Escrow Holder may, however, include its standard general escrow
  provisions.  8.2 As soon as practical
  after the receipt of this Agreement and any relevant counteroffers, Escrow
  Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and
  20.2 and advise the Parties and Brokers, in writing, of the date
  ascertained.  8.3 Escrow Holder is
  hereby authorized and instructed to conduct the Escrow in accordance with
  this Agreement, applicable law and custom and practice of the community in
  which Escrow Holder is located, including any reporting requirements of the
  Internal Revenue Code. In the event of a conflict between the law of the
  state where the Property is located and the law of the state where the Escrow
  Holder is located, the law of the state where the Property is located shall
  prevail.  8.4 Subject to satisfaction
  of the contingencies herein described, Escrow Holder shall dose this escrow
  (the “Closing”) by recording a general warranty deed (a grant deed in California)
  and the other documents required to be recorded, and by disbursing the funds
  and documents in accordance with this Agreement.  8.5 Buyer and Seller shall each pay one
  half of the Escrow Holder’s charges and Buyer Seller shall pay the usual
  recording fees and any required documentary transfer taxes. Buyer Seller
  shall pay the premium for a standard coverage owner’s or joint protection
  policy of title insurance. (See also paragraph 11) Buyer shall pay all costs associated with the sale of the
  Property, including without limitation, (i) the cost of any lender’s title
  insurance policy and any endorsements, (ii) any lender points or fees
  for any loan to be secured by the Property. See Addendum Paragraph 2. 
  8.6 Escrow Holder shall verify that all of Buyer’s contingencies have
  been satisfied or waived prior to Closing. The matters contained in
  paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4,
  9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of
  agreement between the Parties only and are not instructions to Escrow
  Holder.  8.7 If this transaction is
  terminated for non-satisfaction and non-waiver of a Buyer’s Contingency, as
  defined in paragraph 9.2, then neither of the Parties shall thereafter have
  any liability to the other under this Agreement, except to the extent of a
  breach of any affirmative covenant or warranty in this Agreement. In the
  event of such termination, Buyer shall be promptly refunded all funds
  deposited by Buyer with Escrow Holder, less only the $100 provided for in
  paragraph 4.4 and the Title Company and Escrow Holder cancellation fees and
  costs, all of which shall be Buyer’s obligation. If this transaction is
  terminated as a result of Seller’s breach of this Agreement then Seller shall
  pay the Title Company and Escrow Holder cancellation fees INITIALS INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE
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  and costs.  8.8 
  The Closing shall occur on the Expected Closing Date, or as soon
  thereafter as the Escrow is in condition for Closing; provided, however, that
  if the Closing does not occur by the Expected Closing Date and said Date is
  not extended by mutual instructions of the Parties, a Party not then in
  default under this Agreement may notify the other Party, Escrow Holder, and
  Brokers, in writing that, unless the Closing occurs within 5 business days
  following said notice, the Escrow shall be deemed terminated without further
  notice or instructions.  8.9   Except as otherwise provided herein, the
  termination of Escrow shall not relieve or release either Party from any
  obligation to pay Escrow Holder’s fees and costs or constitute a waiver,
  release or discharge of any breach or default that has occurred in the
  performance of the obligations, agreements, covenants or warranties contained
  therein.  8.10 If this sale of the
  Property is not consummated for any reason other than Seller’s breach or
  default, then at Seller’s request, and as a condition to any obligation to
  return Buyer’s deposit (see paragraph 21), Buyer shall within 5 days after
  written request deliver to Seller, at no charge, copies of all surveys,
  engineering studies, soil reports, maps, master plans, feasibility studies
  and other similar items prepared by or for Buyer that pertain to the
  Property. Provided, however, that Buyer shall not be required to deliver any
  such report if the written contract which Buyer entered into with the
  consultant who prepared such report specifically forbids the dissemination of
  the report to others.  9. Contingencies
  to Closing.  9.1 The Closing of this
  transaction is contingent upon the satisfaction or waiver of the following
  contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF
  THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT
  SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR
  DOCUMENT. Buyer’s-conditional approval shall constitute disapproval, unless
  provision is made by the Seller within the time specified therefore by the
  Buyer in such conditional approval or by this agreement, whichever is later,
  for the satisfaction of the condition imposed by the Buyer. Escrow Holder
  shall promptly provide all Parties with copies of any written disapproval or
  conditional approval which it receives. With regard to subparagraphs
  (a) through (m) the pre-printed time periods shall control unless a
  different number of days is inserted in the spaces provided.  (a) Disclosure.
  Seller shall make to Buyer, through Escrow, all of the applicable
  disclosures required by law (See AIR Commercial Real Estate Association
  (“AIR”) standard form entitled “Seller’s Mandatory Disclosure Statement”) and
  provide Buyer with a completed Property Information Sheet  (“Property Information Sheet”)  concerning the Property, duly executed by
  or on behalf of Seller in the current form or equivalent to that published by
  the AIR within 10 or     2     
  business days following the Date of Agreement. Buyer has 10 days from the
  receipt of said disclosures to approve or disapprove the matters disclosed.  (b) Intentionally omitted. Physical
  Inspection. Buyer has 10 or
                
  days from the receipt of the Property Information Sheet or the Date of
  Agreement, whichever is later, to satisfy itself with regard to the physical
  aspects and size of the Property.  (c)
  Intentionally omitted. Hazardous Substance Conditions Report. Buyer has 30 or
               
  days from the receipt of the Property Information Sheet or the Date of
  Agreement, whichever is later, to satisfy itself with regard to the environmental
  aspects of the Property. Seller recommends that Buyer obtain a hazardous
  Substance Conditions Report concerning the Property and relevant adjoining
  properties. Any such report shall be paid for by Buyer. A “Hazardous
  Substance” for purpose of this Agreement is defined as any substance whose
  nature and/or quantity of existence, use, manufacture, disposal or effect,
  render it subject to Federal, state or local regulation, investigation,
  remediation or removal as potentially injurious to public health or welfare.
  A “Hazardous Substance Condition” for purpose of this Agreement is defined as
  the existence on, under or relevantly adjacent to the property of a Hazardous
  Substance that would require remediation and/or removal under applicable
  Federal, state or local law.  (d)
  Intentionally omitted. Soil
  Inspection. Buyer has 30 or
              days from
  the receipt of the Property Information Sheet or the Date of Agreement,
  whichever is later, to satisfy itself with regard to the condition of the
  soils on the Property. Seller recommends that Buyer obtain a soil test
  report. Any such report shall be paid for by Buyer. Seller shall provide
  Buyer copies of any soil report that Seller may have within 10 days of the
  Date of Agreement.  (e)
  Intentionally omitted. Governmental
  Approvals. Buyer has 30 or
             days from Date
  of Agreement to satisfy itself with regard to approvals and permits from
  governmental agencies or departments which have jurisdiction over the Property
  and which Buyer deems necessary or desirable in connection with its intended
  use of the Property, including, but not limited to, permits and approvals
  required with respect to zoning, planning, building and safety, fire, police,
  handicapped and Americans with Disabilities Act requirements, transportation
  and environmental matters.  (f)
  Intentionally omitted. Conditions of
  Title. Escrow Holder shall cause a current commitment for title insurance
  (“Title Commitment”) concerning the Property issued by the Title Company, as
  well as legible copies of all documents referred to in the Title Commitment
  (“Underlying Documents”), and a scaled and dimensioned plot showing the
  location of any easements to be delivered to Buyer within 10 or
                days following the Date of Agreement. Buyer
  has 10 days from the receipt of the Title Commitment, the Underlying
  Documents and the plot plan to satisfy itself with regard to the condition of
  title. The disapproval by Buyer of any monetary encumbrance, which by the
  terms of this Agreement is not to remain against the Property after the
  Closing, shall not be considered a failure of this contingency, as Seller
  shall have the obligation, at Seller’s expense, to satisfy and remove such
  disapproved monetary encumbrance at or before the Closing.  (g) Internationally omitted. Survey. Buyer
  has 30 or
                   days
  from the receipt of the Title Commitment and Underlying Documents to satisfy
  itself with regard to any ALTA title supplement based upon a survey prepared
  to American Land. Title Association (“ALTA”) standards for an owner’s policy
  by a surveyor, showing the legal description and boundary lines of the
  Property, any easements of record, and any improvements, poles, structures
  and things located within 10 feet of either side of the Property boundary
  lines. Ay such survey shall be prepared at Buyer’s direction and expense. If
  Buyer has obtained a survey and approved the ALTA title supplement, Buyer may
  elect within the period allowed for Buyer’s approval of a survey to have and
  ALTA extended coverage owner’s from of title policy, in which event Buyer
  shall pay any additional premium attributable thereto.  (h) Intentionally omitted. Existing Leases
  and Tenancy Statements. Seller shall within 10 or
             days of the
  Date of Agreement provide both Buyer and Escrow Holder with legible copies of
  all lease, subleases or rental arrangements (collectively, “Existing Leases”)
  affecting the Property, and with a tenancy statement (“Estoppel Certificate”)
  in the latest form or equivalent to that published by the AIR, executed by
  Seller and/or each tenant and subtenant of the Property. Seller shall use its
  best efforts to have each tenant complete and execute an Estoppel
  Certificate. If any tenant fails or refuses to provide an Existing Leases and
  Estoppel Certificates to satisfy itself with regard to the Estoppels
  Certificate for that tenancy. Buyer has 10 days from the receipt of said
  Existing Leases and Estoppel Certificates to satisfy itself with regarding to
  the Existing Leases and any other tenancy issues.  (i) Intentionally omitted. Owner’s
  Association. Seller shall within 10 or
                days of the Date of Agreement provide Buyer
  with a statement and transfer package from any owner’s association servicing
  the Property. Such transfer package shall at a minimum include: copies of the
  association’s bylaws, articles of incorporation, current budget and financial
  statement. Buyer has 10 days from the receipt of such documents to satisfy
  itself with regard to the association. 
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  (j) Intentionally
  omitted. Other Agreements. Seller shall within 10 or
                   
  days of the Date of Agreement provide Buyer with legible copies of all other
  agreements (“Other Agreements”) known to Seller that will affect the Property
  after Closing. Buyer has 10 days from the receipt of said Other Agreements to
  satisfy itself with regard to such Agreements.  (k) Intentionally omitted. Financing. If
  paragraph 5 hereof dealing with a financing contingency has not been
  stricken, the satisfaction or waiver of such New Loan contingency.  (l) Intentionally omitted. Existing Notes.
  If paragraph 3.1(c) has not been stricken, Seller shall within 10 or
                       
  days of the Date of Agreement provide Buyer with legible copies of the
  Existing Notes, Existing Deeds of Trust and related agreements (collectively
  “Loan Documents”) to which the Property will remain subject after the
  Closing. Escrow Holder shall promptly request from the holders of the
  Existing Notes a beneficiary statement (“Beneficiary Statement”) confirming:
  (1) the amount of the unpaid principal balance, the current interest rate,
  and the date to which interest is paid, and (2) the nature and amount of any
  impounds held by the beneficiary in connection with such loan. Buyer has 10
  or
                       
  days from the receipt of the Loan Documents and Beneficiary Statements to
  satisfy itself with regard to such financing. Buyer’s obligation to close is
  conditioned upon Buyer being able to purchase the Property without
  acceleration or change in the terms of any Existing Notes or charges to Buyer
  except as otherwise provided in this Agreement or approved by Buyer,
  provided, however, Buyer shall pay the transfer fee referred to in paragraph
  3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then
  Seller shall within 10 or
                        
  days of the Date of Agreement provide Buyer with a copy of the proposed
  Purchase Money Note and Purchase Money Deed of Trust.  Buyer has 10 or
                    
  days from the receipt of such documents to satisfy itself with regard to the
  form and content thereof.  (m)
  Intentionally omitted. Personal Property. In the event that any personal
  property is included in the Purchase Price, Buyer has 10 or
                      
  days from the Date of Agreement to satisfy itself with regard to the title
  condition of such personal property. Seller recommends that Buyer obtain a
  UCC 1 report. Any such report shall be paid for by Buyer. Seller shall
  provide Buyer copies of any liens or encumbrances affecting such personal
  property that is aware of within 10 or
                       
  days of the Date of Agreement.  (n) Destruction, Damage or Loss. There
  shall not have occurred prior to the Closing, a destruction of, or damage or
  loss to, the Property or any portion thereof, from any cause whatsoever,
  which would cost more than $10,000.00 to repair or cure. If the cost of
  repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior
  to the Closing. Buyer shall have the option, within 10 days after receipt of
  written notice of a loss costing more than $10,000.00 to repair or cure, to
  either terminate this Agreement or to purchase the Property notwithstanding
  such loss, but without deduction or
  offset against the Purchase Price as provided in this clause (n). If
  the cost to repair or cure is more than $10,000.00, and Buyer does not elect
  to terminate this Agreement, Buyer shall be entitled to any insurance
  proceeds applicable to such loss including without limitation, a deduction
  against the Purchase Price in an amount equal to the reasonable cost of the
  repair or cure which exceeds the insurance proceeds
  applicable to such loss (including without limitation, any deductibles or
  insurance proceeds payable to Seller’s
  lenders)). Seller shall provide Buyer and Escrow Holder with written notice
  of any destruction of, damage or loss
  to the Property within one (1) business
  day following the date on which the Seller learns of of the same (but in all
  events at least one (1) business
  day before the Closing),
  which notice shall, to the extent possible, include a reasonably detailed
  description of the destruction, damage or
  loss. Unless otherwise notified in writing, Escrow Holder shall assume
  no such destruction, damage or loss has occurred prior to Closing.  (o)
  Material Change. Buyer shall have 10 days following receipt of written
  notice of a Material Change within which to satisfy itself with regard to
  such change. “Material Change” shall
  mean a substantial adverse change in the use, occupancy, tenants, title, or
  condition of the Property that occurs after the date of this offer and prior
  to the Closing. Unless otherwise notified in writing, Escrow Holder shall
  assume that no Material Change has occurred prior to the Closing.  (p)
  Seller Performance. The delivery of all documents and the due
  performance by Seller of each and every undertaking and agreement to be
  performed by Seller under this Agreement. 
  (q) Intentionally omitted.
  Brokerage Fee. Payment at the Closing of such brokerage fee as is
  specified in this Agreement-or later written instructions to Escrow Holder
  executed by seller and Brokers (“Brokerage Fee”). It is agreed by the Parties
  and Escrow Holder that Brokers are a third party beneficiary of this
  Agreement insofar as the Brokerage Fee is concerned, and that no change shall
  be made with respect to the payment of the Brokerage Fee specified in this
  Agreement, without the written consent of Brokers.  9.2 All of the contingencies specified in
  subparagraphs (a) through (m) of paragraph 9.1 are for the benefit of, and
  may be waived by, Buyer, and may be elsewhere herein referred to a “Buyer’s
  Contingencies.”  9.3 Intentionally
  omitted. If any of Buyer’s Contingencies or any other matter subject to
  Buyer’s approval is disapproved as provided for herein in a timely manner
  (“Disapproved Item”), Seller shall have the right within 10 days following
  the receipt of notice of Buyer’s disapproval to elect to cure such
  Disapproved Item prior to the Expected Closing Date (“Seller’s Election”).
  Seller’s failure to give to Buyer within such period, written notice of
  Seller’s commitment to cure such Disapproved Item on or before the Expected
  Closing Date shall be conclusively presumed to be Seller’s Election not to
  cure such Disapproved Item, If Seller elects, either by written notice or
  failure to give written notice, not to cure a Disapproved Item. Buyer shall
  have the right, within 10 days after Seller’s Election to either accept title
  to the Property subject to such Disapproved Item, or to terminate this
  Agreement. Buyer’s failure to notify Seller in writing of Buyer’s election to
  accept title to the Property subject to the Disapproved Item without
  deduction or offset shall constitute Buyer’s election to terminate this
  Agreement. Unless expressly provided otherwise herein, Seller’s right to cure
  shall not apply to the remediation of Hazardous Substance Conditions or to
  the Financing Contingency. Unless the Parties mutually instruct otherwise, if
  the time periods for the satisfaction of contingencies or for Seller’s and
  Buyer’s elections would expire on a date after the Expected Closing Date, the
  Expected Closing Date shall be deemed extended for 3 business days following
  the expiration of: (a) the applicable contingency period(s), (b) the period
  within which the Seller may elect to cure the Disapproved Item, or (c) if
  Seller elects not to cure, the period within which Buyer may elect to proceed
  with this transaction, whichever is later. 
  9.4 Buyer understands and agree that until such time as all Buyer’s
  Contingencies have been satisfied or waived, Seller and/or its agents may
  solicit, entertain and/or accept back-up offers to purchase the
  Property.  9.5 The Parties acknowledge
  that extensive local, state and Federal legislation establish broad liability
  upon owners and/or users of real property for the investigation and
  remediation of Hazardous Substances. The determination of the existence of a
  Hazardous Substance Condition and the evaluation of the impact of such a
  condition are highly technical and beyond the expertise of Brokers. The
  Parties acknowledge that they have been advised by Brokers to consult their
  own technical and legal experts with respect to the possible presence of
  Hazardous Substances on the Property or adjoining properties, and Buyer and
  Seller are not relying upon any investigation by or statement of Brokers with
  respect thereto. The parties hereby assume all responsibility for the impact
  of such Hazardous Substances upon their respective interests herein.  10.
  Documents Required at or Before Closing:  10.1 Five days prior Prior to the Closing
  date Escrow Holder shall obtain an updated Title Commitment concerning the
  Property from the Title Company and provide copies thereof to each of the
  Parties.  10.2 Seller shall deliver to
  Escrow Holder in time for delivery to Buyer at the Closing: ©2003 - AIR COMMERCIAL REAL ESTATE
  ASSOCIATION FORM OFA-9-8/11E PAGE 5 OF 11

  






 















	
  

  	
  (a) Grant or
  general warranty deed, duly executed and in recordable form, conveying fee
  title to the Property to Buyer, substantially in the form attached hereto and
  incorporated herein as Exhibit “B.” 
  (b) Intentionally omitted.  If
  applicable, the Beneficiary Statements concerning Existing Note (s).  (C) Intentionally omitted. If applicable,
  the Existing Leases and Other Agreements together with duly executed
  assignment there of by Seller and Buyer. 
  The assignment Leases shall be on the most recent Assignment and Assumption
  of Lessor’s Interest in Lease form published by the AIR or its
  equivalent.  (d) Intentionally
  omitted.  If applicable, Estoppel
  Certificates executed by Seller and/or the tenant(s) of the property.  (e) An affidavit executed by Seller to the
  effect that Seller is not a “foreign person” within the meaning of Internal
  Revenue Code Section 1445 or successor statutes. If Seller does not
  provide such affidavit in form reasonably satisfactory to Buyer at least 3
  business days prior to the Closing, Escrow Holder shall at the Closing deduct
  from Seller’s proceeds and remit to the Internal Revenue Service such sum as
  is required by applicable Federal law with respect to purchases from foreign
  sellers.  (f) If the Property is
  located in California, an affidavit executed by Seller to the effect that
  Seller is not a “nonresident” within the meaning of California Revenue and
  Tax Code Section 18662 or successor statutes. If Seller does not provide
  such affidavit in form reasonably satisfactory to Buyer at least 3 business
  days prior to the Closing, Escrow Holder shall at the Closing deduct from
  Seller’s proceeds and remit to the Franchise Tax Board such sum as is
  required by such statute.  (g) If
  applicable, a bill of sale, duly executed, conveying title to any included
  personal property to Buyer.  (h) If the
  Seller is a corporation, a duly executed corporate resolution authorizing the
  execution of this Agreement and the sale of the Property.  10.3 Buyer shall deliver to Seller through
  Escrow:  (a) The cash portion of the
  Purchase Price and such additional sums as are required of Buyer under this
  Agreement shall be deposited by Buyer with Escrow Holder, by federal funds
  wire transfer, or any other method acceptable to Escrow Holder in immediately
  collectable funds, no later than 2:00 P.M. on the business day prior to
  the Expected Closing Date provided, however, that Buyer shall not be required
  to deposit such monies into Escrow if at the time set for Closing Seller is
  in default or has indicated that it will not perform any of its obligations
  hereunder.  (b) Intentionally omitted. If
  a Purchase Money Note and Purchase Money Deed of Trust are called for by this
  Agreement, the duly executed originals of those documents, the Purchase Money
  Deed of Trust being in recordable form, together with evidence of fire
  insurance on the improvement in the amount of the full replacement cost
  naming Seller as a mortgage loss payee, and a real estate tax service
  contract (at Buyer’s expense), assuring Seller of notice of the status of
  real property taxes during the life Purchase Money Note.  (c) Intentionally omitted. The Assignment
  and Assumption of Lessor’s Interest in Lease form specified in paragraph
  10.2(c) above, duly executed by Buyer. 
  (d) Intentionally omitted. Assumptions duly executed by Buyer of the
  obligations of Seller that accrue after Closing under any other Agreements.  (e) Intentionally omitted. If applicable, a
  written assumption duly executed by Buyer of the loan documents with respect
  to Existing Notes.  (f) If the Buyer is
  a corporation, a duly executed corporate resolution authorizing the execution
  of this Agreement and the purchase of the Property.  10.4 At Closing, Escrow Holder shall cause
  to be issued to Buyer a standard coverage (or ALTA extended, if elected
  pursuant to 9.1(g)) owner’s form policy of title insurance effective as of
  the Closing, issued by the Title Company in the full amount of the Purchase
  Price, insuring title to the Property vested in Buyer, subject only to the
  exceptions approved by Buyer.  In the
  event there is a Purchase Money Deed of Trust in this transaction, the policy
  of title insurance shall be a joint protection policy insuring both Buyer and
  Seller.  IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT
  MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE
  OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH
  AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE
  INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY
  THAT YOU ARE ACQUIRING.  11. Prorations and Adjustments.  11.1 Taxes.
  Applicable real property taxes and special assessment bonds shall be
  prorated through Escrow as of the date of the Closing, based upon the latest
  tax bill available. Buyer agrees to pay The Parties agree to prorate as of
  the Closing any taxes assessed against the Property by supplemental bill
  levied by reason of events occurring prior to the Closing. Payment of the
  prorated amount shall be made promptly in cash upon receipt of a copy of any
  supplemental bill.  11.2 Intentionally
  omitted.  Insurance.  WARNING: Any insurance which Seller may
  have maintained will terminate on the Closing. Buyer is advised to obtain
  appropriate insurance to cover the property. 
  11.3 Intentionally omitted. Rentals,
  Interest and Expenses. Scheduled rentals, interest on Existing Notes,
  utilities, and operating expenses shall be prorated as of the date of
  Closing. The parties agree to promptly adjust between themselves outside of
  Escrow any rents received after the Closing. 
  11.4 Intentionally omitted. 
  Security Deposit.  Security
  Deposits held by Seller shall be given to Buyer as a credit to the cash
  required of Buyer at the Closing.  11.5
  Intentionally omitted. Post Closing Matters. Any item to be prorated that is
  not determined or determinable at the Closing shall be promptly adjusted by
  the Parties by appropriate cash payment outside of the Escrow when the amount
  due is determined.  11.6 Intentionally
  omitted. Variations in Existing Note Balances. In the event that Buyer is
  purchasing the property subject to an Existing Deed of Trust(s), and in the
  event that a Beneficiary Statement as to the applicable Existing Note(s)
  discloses that the unpaid principal balance of such Existing Note(s) at the
  closing will be more or less then the amount set forth in paragraph 3.1(c)
  hereof (“Existing Note Variation”), then the purchase Money Note(s) shall be
  reduced or increased by an amount equal to such Existing Note Variation. If
  there is to be no purchase Money Note, the cash required at the Closing per
  paragraph 3.1(a) shall be reduced or increased by the amount of such Existing
  Note Variation.  11.7 Intentionally
  omitted. Variations in New Loan Balance. 
  In the event Buyer is obtaining a New Loan and the amount ultimately
  obtained exceeds the amount set forth in paragraph 5.1, then the amount of
  the Purchase Money Note, if any, shall be reduced by the amount of such
  excess.  11.8 Intentionally omitted.
  Owner’s Association Fees. Escrow Holder shall: (i) bring Seller’s account
  with the association current and pay any delinquencies or transfer fees from
  Seller’s proceeds, and (ii) pay any up front fees required by the association
  from Buyer’s funds.  12. Representations and Warranties of
  Seller and Disclaimers.  12.1
  Seller’s warranties and representations shall survive the Closing and
  delivery of the deed for a period of 3 years, and, are true, material and
  relied upon by Buyer and Brokers in all respects. Seller hereby makes the
  following warranties and representations to Buyer and Brokers: (a) Authority of Seller. Seller
  is the owner of the Property and/or has the full right, power and authority
  to sell, convey and transfer the Property to Buyer as provided herein, and to
  perform Seller’s obligations hereunder. ©2003 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-9-8/11E
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  (b) Maintenance During Escrow and Equipment Condition At Closing. Except as otherwise provided in paragraph 9.1(n) hereof,
  Seller shall maintain the Property until the Closing in its present
  condition, ordinary wear and tear excepted. 
  (c) Hazardous Substances/Storage Tanks. Seller
  has no knowledge, except as otherwise disclosed to Buyer in writing, of the
  existence or prior existence on the Property of any Hazardous Substance, nor
  of the existence or prior existence of any above or below ground storage
  tank.  (d) Compliance. Seller
  has no knowledge of any aspect or condition of the Property which violates
  applicable laws, rules, regulations, codes or covenants, conditions or
  restrictions, or of improvements or alterations made to the Property without
  a permit where one was required, or of any unfulfilled order or directive of
  any applicable governmental agency or casualty insurance company requiring
  any investigation, remediation, repair, maintenance or improvement be performed
  on the Property.  (e) Changes in Agreements. Prior to
  the Closing, Seller will not violate or modify any Existing Lease or Other
  Agreement, or create any new leases or other agreements affecting the
  Property, without Buyer’s written approval, which approval will not be
  unreasonably withheld.  (f) Possessory Rights. Seller has no knowledge
  that anyone will, at the Closing, have any right to possession of the
  Property, except as disclosed by this Agreement or otherwise in writing to
  Buyer (g) Mechanics’ Liens. There are no unsatisfied
  mechanics’ or materialmens’ lien rights concerning the Property.  (h)
  Actions, Suits or
  Proceedings. Seller has no knowledge of any actions, suits or
  proceedings pending or threatened before any commission, board, bureau, agency,
  arbitrator, court or tribunal that would affect the Property or the right to
  occupy or utilize same.  (i) Notice of Changes. Seller will
  promptly notify Buyer and Brokers in writing of any Material Change (see
  paragraph 9.1(o)) affecting the Property that becomes known to Seller prior
  to the Closing.  (j) Intentionally
  omitted. No Tenant Bankruptcy Proceedings. Seller has no notice or knowledge
  that any tenant of the Property is the subject of a bankruptcy or insolvency
  proceeding.  (k) No Seller Bankruptcy Proceedings. Seller
  is not the subject of a bankruptcy, insolvency or probate proceeding.  (I) Intentionally omitted. Personal
  Property. Seller has no knowledge that anyone will, at the Closing, have any
  right to possession of any personal property included in the Purchase Price
  nor knowledge of any liens or encumbrances affecting such personal property,
  except as disclosed by this Agreement or otherwise in writing to Buyer.  12.2 Buyer hereby acknowledges that, except
  as otherwise stated in this Agreement, Buyer is purchasing the Property in
  its existing condition and will, by the time called for herein, make or have
  waived all inspections of the Property Buyer believes are necessary to
  protect its own interest in, and its contemplated use of, the Property. The
  Parties acknowledge that, except as otherwise stated in this Agreement, no
  representations, inducements, promises, agreements, assurances, oral or
  written, concerning the Property, or any aspect of the occupational safety
  and health laws, Hazardous Substance laws, or any other act, ordinance or
  law, have been made by either Party or Brokers, or relied upon by either
  Party hereto.  12.3 Intentionally
  omitted. In the event that Buyer learns that a Seller representations or
  warranty might be untrue prior to the Closing, and Buyer elects to purchase
  the Property anyway then, and in that event, Buyer waives any right that it
  may have to bring an action or proceeding against Seller or Brokers regarding
  said representation or warranty.  12.4
  Any environmental reports, soils reports, surveys, and other similar
  documents which were prepared by third party consultants and provided to
  Buyer by Seller or Seller’s representatives, have been delivered as an
  accommodation to Buyer and without any representation or warranty as to the
  sufficiency, accuracy, completeness, and/or validity of said documents, all
  of which Buyer relies on at its own risk. Seller believes said documents to
  be accurate, but Buyer is advised to retain appropriate consultants to review
  said documents and investigate the Property. 
  13. Possession.  Possession of the Property shall be given
  to Buyer at the Closing subject to the rights of tenants under Existing
  Leases.  14. Buyer’s Entry.  At any
  time during the Escrow period, Buyer, and its agents and representatives,
  shall have the right at reasonable times and subject to rights of tenants, to
  enter upon the Property for the purpose of making inspections and tests
  specified in this Agreement. No destructive testing shall be conducted, however,
  without Seller’s prior approval which shall not be unreasonably withheld.
  Following any such entry or work, unless otherwise directed in writing by
  Seller, Buyer shall return the Property to the condition it was in prior to
  such entry or work, including the recompaction or removal of any disrupted
  soil or material as Seller may reasonably direct. All such inspections and
  tests and any other work conducted or materials furnished with respect to the
  Property by or for Buyer shall be paid for by Buyer as and when due and Buyer
  shall indemnify, defend, protect and hold harmless Seller and the Property of
  and from any and all claims, liabilities, losses, expenses (including
  reasonable attorneys’ fees), damages, including those for injury to person or
  property, arising out of or relating to any such work or materials or the
  acts or omissions of Buyer, its agents or employees in connection therewith;
  provided however, that Buyer
  shall have no obligation to indemnify, defend or protect or hold Seller
  harmless from any conditions which already exist on, under or about the Property which are discovered as a
  result of such acts or omissions of Buyer, its members, officers, agents or employees in connection therewith, except to the
  extent that such conditions are excerbated
  by Buyer.  15. Further Documents and Assurances.  The Parties shall each, diligently and in
  good faith, undertake all actions and procedures reasonably required to place
  the Escrow in condition for Closing as and when required by this Agreement.
  The Parties agree to provide all further information, and to execute and
  deliver all further documents, reasonably required by Escrow Holder or the
  Title Company.  16. Attorneys’ Fees.  If
  any Party or Broker brings an action or proceeding (including arbitration)
  involving the Property whether founded in tort, contract or equity, or to
  declare rights hereunder, the Prevailing Party (as hereafter defined) in any
  such proceeding, action, or appeal thereon, shall be entitled to reasonable
  attorneys’ fees. Such fees may be awarded in the same suit or recovered in a
  separate suit, whether or not such action or proceeding is pursued to
  decision or judgment. The term “Prevailing
  Party” shall include, without limitation, a Party or-Broker who
  substantially obtains or defeats the relief sought, as the case may be,
  whether by compromise, settlement, judgment, or the abandonment by the other
  Party or Broker of its claim or defense. The attorneys’ fees award shall not
  be computed in accordance with any court fee schedule, but shall be such as
  to fully reimburse all attorneys’ fees reasonably incurred.  17.
  Prior Agreements/Amendments. 
  17.1 This Agreement supersedes any and all prior agreements between
  Seller and Buyer regarding the Property. 
  17.2 Amendments to this Agreement are effective only if made in
  writing and executed by Buyer and Seller. 
  18. Broker’s Rights.  18.1 Intentionally omitted. If this sale is
  not consummated due to the default of either the Buyer or Seller, the
  defaulting Party shall be liable to and shall pay to Brokers the Brokerage
  Fee that Brokers would have received had the sale been consummated. If Buyer
  is the defaulting party, payment of said Brokerage Fee is in addition to any
  obligation with respect to liquidated or other damages.  18.2 Intentionally omitted. Upon the
  Closing, Brokers are authorized to publicize the facts of this
  transaction.  19. Notices.  PAGE 7 OF 11 INITIALS INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
  FORM OFA-9-8/11E

  






 















	
  

  	
  19.1 Whenever
  any Party, Escrow Holder or Brokers herein shall desire to give or serve any
  notice, demand, request, approval, disapproval or other communication, each
  such communication shall be in writing and shall be delivered personally, by
  messenger or by mail, postage prepaid, to the address set forth in this
  Agreement or by facsimile transmission. 
  19.2 Service of any such communication shall be deemed made on the
  date of actual receipt if personally delivered. Any such communication sent
  by regular mail shall be deemed given 48 hours after the same is mailed.
  Communications sent by United States Express Mail or overnight courier that
  guarantee next day delivery shall be deemed delivered 24 hours after delivery
  of the same to the Postal Service or courier. Communications transmitted by
  facsimile transmission shall be deemed delivered upon telephonic confirmation
  of receipt (confirmation report from fax machine is sufficient), provided a
  copy is also delivered via delivery or mail. If such communication is
  received on a Saturday, Sunday or legal holiday, it shall be deemed received
  on the next business day.  19.3 Any
  Party or Broker hereto may from time to time, by notice in writing, designate
  a different address to which, or a different person or additional persons to
  whom, all communications are thereafter to be made. The attorney for any
  party may give a notice on
  behalf of its client and any such notice shall be deemed to have been given
  from the attorney’s client.  20. Intentionally omitted.
  Duration-of-Offer.  20.1 If this offer is not accepted by
  Seller on or before 5:00 P.M. according
  to the time standard applicable to the city of on the date of it shall be
  deemed automatically revoked.  20.2
  Intentionally omitted. The acceptance of this offer, or of any subsequent
  counteroffer hereto, that creates an agreement between the Parties as
  described in paragraph 1.2, shall be deemed made upon delivery to the other
  Party or either Broker herein of a duty executed writing unconditionally
  accepting the last outstanding offer or counteroffer.  21.
  LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed
  by both Parties). THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR
  EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL
  DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS
  OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION
  OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER’S BENEFIT, BUYER
  BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN
  THE AMOUNT OF $100,000.00. UPON PAYMENT OF SAID SUM TO SELLER, BUYER
  SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW
  CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER.  Buyer Initials       Seller Initials 22. ARBITRATION OF DISPUTES. (ThisArbitrationofDisputesparagraphisapplicableonlyifinitiatedbybothParties.)  22.1 ANY CONTROVERSY AS TO WHETHER SELLER
  IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN
  OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER
  THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“COMMERCIAL RULES”). ARBITRATION
  HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH
  CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL
  ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA
  WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT
  OF THIS AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE
  ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH
  APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT
  AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION
  HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE
  COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE
  AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED
  WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE
  ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF.
  JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT
  JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE
  ARBITRATION HEARING TO APPEAR THEREAT. 
  22.2 BUYER’S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION
  PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE
  BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION
  RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT
  SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR
  SPECIFIC PERFORMANCE.  22.3 NOTICE: BY
  INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING
  OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION
  DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE
  GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
  COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
  JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY
  INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT
  TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
  ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR
  AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.  PAGE 8 OF 11  INITIALS INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE
  ASSOCIATION FORM OFA-9-8/11E

  






 















	
  

  	
  19.1 Whenever
  any Party, Escrow Holder or Brokers herein shall desire to give or serve any
  notice, demand, request, approval, disapproval or other communication, each
  such communication shall be in writing and shall be delivered personally, by
  messenger or by mail, postage prepaid, to the address set forth in this
  Agreement or by facsimile transmission. 
  19.2 Service of any such communication shall be deemed made on the
  date of actual receipt if personally delivered. Any such communication sent
  by regular mail shall be deemed given 48 hours after the same is mailed.
  Communications sent by United States Express Mail or overnight courier that
  guarantee next day delivery shall be deemed delivered 24 hours after delivery
  of the same to the Postal Service or courier. Communications transmitted by
  facsimile transmission shall be deemed delivered upon telephonic confirmation
  of receipt (confirmation report from fax machine is sufficient), provided a
  copy is also delivered via delivery or mail. If such communication is
  received on a Saturday, Sunday or legal holiday, it shall be deemed received
  on the next business day.  19.3 Any
  Party or Broker hereto may from time to time, by notice in writing, designate
  a different address to which, or a different person or additional persons to
  whom, all communications are thereafter to be made. The attorney for any
  party may give a notice on
  behalf of its client and any such notice shall be deemed to have been given
  from the attorney’s client.  20. Intentionally omitted. Duration of Offer.  20.1 If this offer is not accepted by Seller
  on or before 5:00 P.M. according
  to the time standard applicable to the city of  
                                                                                            on
  the date
  of                                                                                              
  it shall be deemed automatically revoked. 
  20.2 Intentionally omitted. The acceptance of this offer, or of any
  subsequent counteroffer hereto, that creates an agreement between the Parties
  as described in paragraph 1.2, shall be deemed made upon delivery to the
  other Party or either Broker herein of a duly executed writing
  unconditionally accepting the last outstanding offer or counteroffer.  21.
  LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if initialed
  by both Parties)  THE PARTIES AGREE
  THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO
  SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER
  IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
  THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
  PROVIDED FOR THE BUYER’S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL
  BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $100,000.00. UPON PAYMENT
  OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO
  SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE
  PAID BY SELLER.  Buyer Initials
  Seller Initials 22. ARBITRATION OF
  DISPUTES. (This Arbitration of
  Disputes paragraph is applicable only if initiated by both Parties.)  22.1 ANY CONTROVERSY AS TO WHETHER SELLER
  IS ENTITLED TO THE LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN
  OF DEPOSIT MONEY, SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER
  THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“COMMERCIAL RULES”). ARBITRATION
  HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH
  CONTROVERSY SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL
  ESTATE BROKERS WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA
  WHERE THE PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT
  OF THIS AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE
  ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH
  APPLICABLE LAW, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT
  AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION
  HEARING. PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE
  COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE
  AWARD SHALL BE EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED
  WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, AND MAY INCLUDE
  ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF.
  JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT
  JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE
  ARBITRATION HEARING TO APPEAR THEREAT. 
  22.2 BUYER’S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION
  PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE
  BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE
  ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN
  WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR
  DAMAGES AND/OR SPECIFIC PERFORMANCE. 
  22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE
  ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF
  DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA
  LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
  LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE
  GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS
  ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU
  REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU
  MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE
  OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
  VOLUNTARY.  INITIALS INITIALS ©2003
  - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFA-9-8/11E 

  






 















	
  

  	
    WE HAVE READ AND UNDERSTAND THE FOREGOING
  AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE
  “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL ARBITRATION.  Buyer initial   Seller Initial   23.  Miscellaneous.  23.1 
  Binding Effect.  This Agreement shall be binding on
  the Parties without regard to whether or not paragraphs 21 and 22 are
  initialed by both of the Parties. Paragraphs 21 and 22 are each incorporated
  into this Agreement only if initialed by both Parties at the time that the
  Agreement is executed.  23.2  Applicable
  Law.  This Agreement shall be
  governed by, and paragraph 22.3 is amended to refer to, the laws of the state
  in which the Property is located. 
  23.3  Time of Essence.  Time is
  of the essence of this Agreement. 
  23.4  Counterparts.  This Agreement may be executed by Buyer and
  Seller in counterparts, each of which shall be deemed an original, and all of
  which together shall constitute one and the same instrument. Escrow Holder,
  after verifying that the counterparts are identical except for the
  signatures, is authorized and instructed to combine the signed signature
  pages on one of the counterparts, which shall then constitute the
  Agreement.  23.5 Waiver of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR RESPECTIVE
  RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR
  ARISING OUT OF THIS AGREEMENT. 
  23.6  Conflict.  Any conflict
  between the printed provisions of this Agreement and the typewritten or
  handwritten provisions shall be controlled by the typewritten or handwritten
  provisions.  23.7  See
  Addendum, Paragraph 3 1031
  Exchange.  Both Seller and Buyer
  Agree to cooperate with each other in the event that either or both wish to
  participate in a 1031 exchange. Any party initiating an exchange shall bear
  all costs of such exchange.  23.8  Days.  Unless otherwise specifically
  indicated to the contrary, the word “days” as used in this Agreement shall
  mean and refer to calendar days.  24. Disclosures Regarding The Nature of a
  Real Estate Agency Relationship.  Intentionally
  omitted.  24.1  The Parties and Brokers agree that their
  relationship(s) shall be governed by the principles set forth in the
  applicable sections of the California Civil Code, as summarized in paragraph
  24.2.  24.2  When entering into a discussion with a real
  estate agent regarding a real estate transaction, a Buyer or Seller should
  from the outset understand what type of agency relationship or representation
  it has with the agent or agents in the transaction. Buyer and Seller
  acknowledge being advised by the Brokers in this transaction, as
  follows:    (a)  Seller’s Agent . A Seller’s
  agent under a listing agreement with the Seller acts as the agent for the
  Seller only. A Seller’s agent or subagent has the following affirmative
  obligations: (1) To the Seller. A fiduciary duty of utmost care, integrity,
  honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the
  Seller: a. Diligent exercise of reasonable skills and care in performance of
  the agent’s duties. b. A duty of honest and fair dealing and good faith. c. A
  duty to disclose all facts known to the agent materially affecting the value or
  desirability of the property that are not known to, or within the diligent
  attention and observation of, the Parties. An agent is not obligated to
  reveal to either Party any confidential information obtained from the other
  Party which does not involve the affirmative duties set forth above.  (b)  Buyer’s Agent. A Selling agent can,
  with a Buyer’s consent, agree to act as agent for the Buyer only. In these
  situations, the agent is not the Seller’s agent, even if by agreement the
  agent may receive compensation for services rendered, either in full or in
  part from the Seller. An agent acting only for a Buyer has the following
  affirmative obligations. (1) To the
  Buyer: A fiduciary duty of utmost care, integrity, honesty, and
  loyalty in dealings with the Buyer. (2) To the Buyer and the Seller : a. Diligent exercise of
  reasonable skills and care in performance of the agent’s duties. b. A duty of
  honest and fair dealing and good faith. c. A duty to disclose all facts know
  to the agent materially affecting the value or desirability of the property
  that are not known to, or within the diligent attention and observation of,
  the Parties. An agent is not obligated to reveal to either Party any
  confidential information obtained from the other Party which does not involve
  the affirmative duties set forth above. 
  (c)  Agent Representing Both Seller and Buyer. A
  real estate agent, either acting directly or through one or more associate
  licenses, can legally be the agent of both the Seller and the Buyer in a
  transaction, but only with the knowledge and consent of both the Seller and
  the Buyer. (1) In a dual agency situation, the agent has the following
  affirmative obligations to both the Seller and the Buyer: a. A fiduciary duty
  of utmost care, integrity, honest and loyalty in the dealings with either
  Seller or the Buyer. b. Other duties to the Seller and the Buyer as stated
  above in their respective sections (a) or (b) of this paragraph 24.2.
  (2) In representing both Seller and Buyer, the agent may not without the
  express permission of the respective Party, disclose to the other Party that
  the Seller will accept a price less than the listing price or that the Buyer
  will pay a price grater than the price offered. (3) The above duties of the
  agent in a real estate transaction do not relieve a Seller or Buyer from the
  responsibility to protect their own interests. Buyer and Seller should
  carefully read all agreements to assure that they adequately express their
  understanding of the transaction. A real estate agent is a person qualified
  to advise about real estate. If legal or tax advice is desired, consult a
  competent professional.  (d) 
  Further Disclosures. Throughout this transaction Buyer and
  Seller may receive more than one disclosure, depending upon the number o
  agents assisting in the transaction. Buyer and Seller should each read its
  contents each time it is presented, considering the relationship between them
  and the real estate in the agent in this transaction and that disclosure.
  Brokers have no responsibility with respect to any default or breach hereof
  by either Party. The Parties agree that no lawsuit or other legal proceeding
  involving any breach of duty, error or omission relating to this transaction
  may be brought against Broker more than one year or after the Date of
  Agreement and that the liability (including court costs and attorneys’ feet),
  of any Broker with respect to any broach of duty, error or omission relating
  to this Agreement shall not exceed Agreement; provided, however, that the
  foregoing limitation on misconduct of such Broker.  24.3 
  Confidential Information: Buyer
  and Seller agree to identify to Brokers as “Confidential” any communication
  or information given Brokers that is considered by such Party to be
  confidential.  25. Construction of Agreement .  In
  construing this Agreement, all headings and titles are for the convenience of
  the Parties only and shall not be considered a part of this Agreement.
  Whenever required by the context, the singular shall include the plural and
  vice versa. Unless otherwise specifically indicated to the contrary, the word
  “days” as used in this Agreement shall mean and refer to calendar days. This
  Agreement shall not be construed as if prepared by one of the Parties, but
  rather according to its fair meaning as a whole, as if both Parties had
  prepared it.  26 Additional Provisions:    Additional provisions of this offer, if
  any, are as follows or are attached hereto by an addendum consisting of
  paragraph  1 through 9. (If there are
  no additional provisions write “NONE”.) INITIALS INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
  FORM OFA-9-8/11E

  






 















	
  

  	
  WE HAVE READ
  AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE
  MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL
  ARBITRATION.  Buyer initial   Seller Initial     23.  Miscellaneous.  23.1 Binding Effect.  This
  Agreement shall be binding on the Parties without regard to whether or not
  paragraphs 21 and 22 are initialed by both of the Parties. Paragraphs 21 and
  22 are each incorporated into this Agreement only if initialed by both
  Parties at the time that the Agreement is executed.  23.2 Applicable Law.  This
  Agreement shall be governed by, and paragraph 22.3 is amended to refer to,
  the laws of the state in which the Property is located.  23.3 Time of Essence.  Time is
  of the essence of this Agreement.  23.4
  Counterparts.  This Agreement may be
  executed by Buyer and Seller in counterparts, each of which shall be deemed
  an original, and all of which together shall constitute one and the same
  instrument. Escrow Holder, after verifying that the counterparts are
  identical except for the signatures, is authorized and instructed to combine
  the signed signature pages on one of the counterparts, which shall then
  constitute the Agreement.  23.5 Waiver of Jury Trial. THE PARTIES HEREBY
  WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
  INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.  23.6 Conflict.  Any conflict
  between the printed provisions of this Agreement and the typewritten or
  handwritten provisions shall be controlled by the typewritten or handwritten
  provisions.  23.7 See Addendum, Paragraph 3  1031
  Exchange. Both Seller and Buyer agree° to cooperate with each other in
  the event that either or both wish to participate in a 1031 exchange. Any
  party initiating an exchange shall bear all costs of such exchange.  23.8 Days.  Unless otherwise
  specifically indicated to the contrary, the word “days” as used in this
  Agreement shall mean and refer to calendar days.  24.  Disclosures Regarding The Nature of a Real
  Estate Agency Relationship.  Intentionally
  omitted.  24.1 The Parties and Brokers
  agree that their relationship(s) shall be governed by the principles set
  forth in the applicable sections of the California Civil Code, as summarized
  in paragraph 24.2.  24.2 When entering
  into a discussion with a real estate agent regarding a real estate
  transaction, a Buyer or Seller should from the outset understand what type of
  agency relationship or representation it has with the agent or agents in the
  transactions. Buyer and Seller acknowledge being advised by the Brokers in
  this transaction, as follows:    (a) 
  Seller’s Agent. A Seller’s agent under a listing agreement with
  the Seller acts as the agent for the Seller only. A Seller’s agent or
  subagent has the following affirmative obligations: (1) To the Seller. A
  fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings
  with the Seller. (2) To the Buyer and the Seller. a. Diligent exercise o   reasonable skills and care in performance
  of the agent’s duties. b. A duty of honest and fair dealing and good faith.
  c. A duty to disclose all facts known to the agent materially affecting the
  value or desirability of the property that are not known to, or within the
  diligent attention and observation of, the Parties. An agent is not obligated
  to reveal to either Party any confidential information obtained from the
  other Party which does not involve the affirmative duties set forth above.  (b)  Buyer’s Agent. A selling agent can,
  with a Buyer’s consent, agree to act as agent for the Buyer only. In these
  situations, the agent is not the Seller’s agent, even if by agreement the
  agent may receive compensation for services rendered, either in full or in
  part from the Seller. An agent acting only for a Buyer has the following
  affirmative obligations. (1) To the
  Buyer: A fiduciary duty of utmost care, integrity, honesty, and
  loyalty in dealings with the Buyer. (2) To the Buyer and the Seller : a. Diligent exercise of reasonable
  skills and care in performance of the agent’s duties. b. A duty of honest and
  fair dealing and good faith. c. A duty to disclose all facts known to the
  agent materially affecting the value or desirability of the property that are
  not known to, or within the diligent attention and observation of, the
  Parties. An agent is not obligated to reveal to either Party any confidential
  information obtained from the other Party which does not involve the
  affirmative duties set forth above.  (c) 
  Agent Representing Both Seller and Buyer. A real estate agent,
  either acting directly or through one or more associate licenses, can legally
  be the agent of both the Seller and the Buyer in a transaction, but only with
  the knowledge and consent of both the Seller and the Buyer. (1) In a dual
  agency situation, the agent has the following affirmative obligations to both
  the seller and the Buyer: a. A fiduciary duty of utmost care, integrity,
  honesty and loyalty in the dealings with either Seller or the Buyer. b. Other
  duties to the Seller and the Buyer as stated above in their respective
  sections (a) or (b) of this paragraph 24.2. (2). In representing both Seller
  and Buyer, the agent may not without the express permission of the respective
  Party, disclose to the other Party that the Seller will accept a price less
  than the listing price or that the Buyer will pay a price greater than the
  price offered. (3) The above duties of the agent in a real estate transaction
  do not relive a Seller or Buyer from the responsibility to perfect their own
  interests. Buyer and Seller should carefully read all agreements to assure
  that they adequately express their understanding of the transaction. A real
  estate agent is a person qualified to advise about real estate. If legal or
  tax advice is desired, consult a competent professional.  (d)  Further Disclosure. Throughout this
  transaction Buyer and Seller may receive more than one disclosure, depending
  upon the number o   agents assisting in
  the transaction. Buyer and Seller should each read its contents each time it
  is presented, considering the relationship between them and the real estate
  agent in this transaction and that disclosure. Brokers have no responsibility
  with respect to any default or breach hereof by either Party. The Parties
  agree that no lawsuit or other legal proceeding involving any breach of duty,
  error or omission relating to this transaction may be brought against Broker
  more than one year after the Date of Agreement and that the liability
  (including court costs and attorneys” fees, of any Broker with respect to any
  broach of duty, error or omission relating to this Agreement shall not exceed
  the fee received by such Broker pursuant to this Agreement; provided,
  however, that the foregoing limitation on each Broker’s liability shall not
  be applicable to any gross negligence or willful misconduct of such Broker.
  24.3 Confidential Information: Buyer
  and Seller agree to identify to Brokers as “Confidential” any communication
  or information given Brokers that is considered by such Party to be
  confidential. 25. Construction of
  Agreement.  In construing this
  Agreement, all headings and titles are for the convenience of the Parties
  only and shall not be considered a part of this Agreement. Whenever required
  by the context, the singular shall include the plural and vice versa. Unless
  otherwise specifically indicated to the contrary, the word “days” as used in
  this Agreement shall mean and refer to calendar days. This Agreement shall
  not be construed as if prepared by one of the Parties, but rather according
  to its fair meaning as a whole, as if both Parties had prepared it. 26 Additional Provisions: Additional
  provisions of this offer, if any, are as follows or are attached hereto by an
  addendum consisting of paragraphs 1 through 9. (If there are no additional
  provisions write “NONE”.) PAGE 9 OF
  11 INITIALS INITIALS C1 2003 -
  AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OF A-9-8/11E 

  






 















	
  

  	
  Also attached
  hereto are Exhibit A (Legal Description of the Property), Exhibit B
  (the Form of Grant Deed), and Exhibit C (copy of the title
  commitment for the Property) ATTENTION:
  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
  ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
  TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE
  LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE
  CONDITION OF THE PROPERTY. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE
  LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF,
  THE PROPERTY, THE INTEGRITY AND
  CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE
  PROPERTY FOR BUYER’S INTENDED USE. WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
  CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY
  WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF
  RESIDENTIAL PROPERTY. 2. IF
  THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE
  SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer offers and agrees to buy the Property on the
  terms and conditions stated and acknowledges receipt of a copy hereof. BROKER:
  BUYER: Supreme Indiana Operations, Inc., Delaware corporation
  Attn: By: Title: Date Address: Name Printed: Matthew W. Title: Chief
  Financial Officer Telephone: Telephone: () Facsimile: () Facsimile: () Email:
  Email: Federal ID No. By: Date: Broker/Agent DRE License #: Name Printed: Title:
  Address: Telephone:() Facsimile:() Email: INITIALS ©2003 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
  FORM OFA-9-8/11E PAGE 10 OF 11

  






 















	
  

  	
  Federal ID No. 27. Acceptance. 27.1 Seller accepts the foregoing offer to
  purchase the Property and hereby agrees to sell the Property to Buyer on the
  terms and conditions therein specified. 27.2 Seller acknowledge that Brokers
  have been retained to locate a Buyer and are the procuring cause of the
  purchase and sale of the properly set forth in this Agreement. In
  consideration of real estate brokerage service rendered by the Brokers,
  Sellers agrees to pay Brokers a real estate Brokerage fee in a sum equal to %
  of the Purchase Price to be divided between the Brokers as follows : Sellers
  Broker % and Buyers Broker %. This Agreement shall serve as an irrecoverable
  instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the
  proceeds accruing to the account of Seller at the Closing. 27.3 Seller
  acknowledges receipt of a copy hereof and authorizes the delivery of Broker
  to deliver a signed copy to Buyer. NOTE:
  A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER
  UNDER THIS AGREEMENT. BROKER: SELLER: BFG2011 Limited Liability
  Company, New Jersey limited liability company, doing business in California
  as “22135 Alessandro, LLC” Attn: By: Title: Date: 12.14.12 Address: Name Printed: William J. Barret Title: President Telephone: ( ) Telephone: (732) 741 1500 Facsimile: ( ) Facsimile: ( ) Email:
  ( ) Email: [illegible] Federal ID No. By: Broker/Agent DRE License #: Date: 12.14.12 Name Printed: Ann
  C. W. Green Title: Secretary Address: 636,
  RIVER RD, FAIR HAVEN N J 07704 Telephone: (732) 741 1500 Facsimile: ( ) Email: [illegible] Federal
  ID No.: 45-1583871 NOTICE: These
  forms are often modified to meet changing requirements of law and industry
  needs. Always write or call to make sure you are utilizing the most current
  form: AIR Commercial Real Estate Association, 800 W 6th Street,
  Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax
  No.: (213) 687-8616. ©
  Copyright 2003 By AIR Commercial Real Estate Association. All rights
  reserved. No part of these
  works may be reproduced in any form without permission in writing. INITIALS INITIALS ©2003 - AIR COMMERCIAL
  REAL ESTATE ASSOCIATION FORM OFA-9-8/11 PAGE 11 OF 11  

  






 















	
  

  	
  ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR
  PURCHASE OF REAL ESTATE THIS ADDENDUM
  TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL
  ESTATE (“Addendum”) is made and entered into as of this 13th of December,
  2012 by and between BFG2011 LIMITED LIABILITY COMPANY, a New Jersey limited
  liability company, doing business in California as “22135 ALESSANDRO, LLC”
  (“Seller”), and SUPREME INDIANA OPERATIONS, INC., a Delaware corporation
  (“Buyer”), and is attached to and incorporated into that certain Standard
  Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the
  “Form Agreement”). The Form Agreement and this Addendum are
  collectively referred to as the “Agreement”. Except as otherwise defined
  herein, all capitalized terms used herein shall have the meanings ascribed to
  them in the Form Agreement. To the extent that the provisions of this
  Addendum are inconsistent with the terms and conditions of the
  Form Agreement, the terms of this Addendum shall control. 1. Independent
  Consideration. Buyer shall deliver to Seller, concurrently with Buyer’s
  execution and delivery of this Agreement, the sum of $100.00 as independent
  consideration (the “Independent Consideration”) for Seller’s execution of
  this Agreement and granting to Buyer the right to inspect the Property prior
  to the Inspection Deadline as provided in this Agreement. The Independent
  Consideration shall be non-refundable to Buyer in all circumstances
  (including any termination of this Agreement due to a Seller default) and
  shall not be applicable to the Purchase Price at Closing. 2. Date and Manner
  of Closing. Escrow Holder shall close the Escrow, provided that all conditions
  to closing contained in this Agreement have been satisfied (or deemed
  satisfied) or waived in writing, no later than 11:00 a.m. Pacific time
  on December 20, 2012, by recording and delivering all documents and
  funds as set forth in Paragraph 8 of the Form Agreement. 3. Costs of
  Transaction. Notwithstanding any provision in this Agreement to the contrary,
  the parties agree that Buyer shall be responsible for all costs and expenses
  relating to the purchase and sale of the Property, including, without limitation:
  any county or city transfer taxes relating to the purchase and sale of the
  Property; any escrow charges; any recording fees; any title premium costs,
  any loan costs (including, without limitation, any points or fees payable for
  any loan secured by the Property, the Buyer’s title insurance policy, and the
  title insurance policy for Buyer’s lender and any endorsements to any of the
  foregoing); any brokerage commissions or finder’s fees relating to the
  purchase and sale of the Property and the transactions contemplated herein;
  any diligence costs incurred by Seller; and any costs incurred by Seller
  (including, without limitation, attorneys’ fees) relating to or arising out
  of the preparation, negotiation and closing of this Agreement and/or any
  other transactions contemplated under this Agreement. This Paragraph 3 shall
  not be deemed to limit Paragraph 8.5 of the Form Agreement. 4. Exchange.
  Either party may decide to have this transaction qualify as part of a tax
  deferred exchange under Section 1031 of the Internal Revenue Code, in
  which case the other party agrees to cooperate with such exchange; provided,
  however, the exchanging party(ies) shall 

  






 















	
  

  	
   indemnify and hold the non-exchanging
  parties harmless from any additional third party cost or expense incurred in
  connection with such exchange, and no party will be required to any way act
  as a purchaser or seller of any property other than the Property. This
  indemnity and hold- harmless shall survive the Closing. The inability of any
  party to effect an exchange shall not relieve that party of its obligation to
  conclude the transactions contemplated by this Agreement. Subject to the
  preceding, this Agreement shall inure to the benefit of and be binding upon
  the parties and their respective heirs, successors and assigns. 5. AS-IS;
  Release. (a) It is expressly understood and agreed that Buyer is acquiring
  the Property “AS-IS,” “WHERE-IS” and “WITH ALL FAULTS” in its present state
  and condition, without any representations or warranties from Seller of any kind
  whatsoever, either express or implied, except as specifically provided in the
  Form Agreement. In particular, neither Seller nor any of Seller’s
  employees, agents, or representatives (collectively, the “Seller Parties”)
  has made any representation or warranty respecting the use, condition, title,
  operation or management of the Property, or compliance with any applicable
  laws relating to zoning, subdivision, planning, building, fire, safety,
  earthquake, health or environmental matters, air quality, odors, the presence
  or absence of toxic or hazardous waste or materials, or compliance with any
  other covenants, conditions and restrictions (whether or not of record). No
  patent or latent condition affecting the Property in any way shall give rise
  to any right of damages, rescission, or otherwise against any of the Seller
  Parties. (b) Upon the Closing, except as expressly set forth in the
  Form Agreement, Buyer shall be deemed to have waived any and all
  objections to the Property, including any physical, legal, structural,
  economic and environmental characteristics and conditions of the Property,
  whether or not such conditions would be disclosed by a reasonable and
  diligent inspection. Except as expressly set forth in the
  Form Agreement, Buyer acknowledges that none of the Seller Parties have
  made any representations, warranties or agreements to or with Buyer on behalf
  of Seller as to any matters concerning the Property. Buyer is relying solely
  upon its own inspection, investigation and analysis of all of the foregoing
  matters in purchasing the Property. (c) Except for breaches of Seller’s
  express representations, warranties and covenants expressly set forth in the
  Form Agreement, from and after the Closing, Buyer hereby waives,
  releases, remises, acquits, and forever discharges each of the Seller Parties
  and their respective attorneys and agents, and their respective partners and
  all of their managers, officers, directors, members, heirs, successors,
  personal representatives and assigns, of, for and from any and all action,
  suits, legal or administrative orders or proceedings, demands, damages,
  punitive damages, loss, costs, liabilities and expenses, which concern or in
  any way relate to the condition of the Property (including, without
  limitation, the physical, legal, structural, economic or environmental
  condition), the existence of any hazardous material thereon, or the release
  or threatened release of any hazardous material therefrom, whether known or
  unknown, and whether existing prior to, at or after the Closing, including,
  but not limited to, any claims, causes of action, rights, liabilities and
  remedies under the Comprehensive Environmental Response, Compensation and
  Liability Act of 1980, 42 U.S.C. Section 9601 et seq., amended by the
  Superfund Amendment of 1996, 42 U.S.C. 9613, as the same may be further
  amended (“CERCLA”). It is the intention of the parties pursuant to this
  release that any and all responsibilities and obligations of each of the
  Seller Parties, and any and all rights, claims, rights of action, causes of
  action, demands or legal rights of any kind of Buyer, its successors, assigns
  or any affiliated entity of Buyer or of any tenants of the Property, arising
  by virtue of the condition of the Property (including, without limitation,
  the physical, legal, structural, economic or environmental condition), the
  existence of any hazardous material thereon, or any 

  






 















	
  

  	
  release or
  threatened release of any hazardous material therefrom, whether known or
  unknown, and whether existing prior to, at or after the Closing, including,
  but not limited to, any claims, causes of action, rights, liabilities and
  remedies under CERCLA, are by this release provision declared null and void
  and of no present or future force and effect as to the parties. Subject to
  the foregoing, Buyer expressly waives any and all rights, which it may have
  under Section 1542 of the California Civil Code, which provides as
  follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
  NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
  RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
  HER SETTLEMENT WITH THE DEBTOR.” SUBJECT TO THE FOREGOING, BUYER BEING AWARE
  OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE THEREUNDER,
  AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT.
  BUYER The agreement of the parties under this Paragraph 5 shall survive the
  Closing and shall not be deemed merged into the grant deed. 6. Conditions to
  the Closing. Without limiting or modifying any conditions set forth in the
  Form Agreement, the parties acknowledge and agree that Buyer’s
  obligation to consummate the purchase of the Property are subject to the
  satisfaction of the following additional conditions: (a) The issuance of (or
  the unconditional commitment to issue) a CLTA Standard Owner’s Policy of
  Title Insurance (“Title Policy”) by the Title Company insuring the interest
  of Buyer as owner of the Property in the full amount of the Purchase Price
  for the Property, showing title to the Property vested in Buyer subject only
  to the matters set forth in the commitment for title insurance attached
  hereto as Exhibit “C” and by this reference incorporated herein. Without
  limiting the foregoing, Seller agrees that, concurrently with the Close of
  Escrow and as a condition to the Close of Escrow, Seller shall cause the deed
  of trust in favor of Rumson-Fair Haven Bank & Trust encumbering the
  Property to be satisfied. In connection with this Paragraph 6(a), the parties
  acknowledge and reaffirm that Paragraph 4(d) of Rider 1 of the Lease.
  (b) Seller’s execution and delivery of all of the documents and instruments
  required to consummate this purchase and sale of the Property (including,
  without limitation, any required grant deeds, certificates required under
  Paragraph 10.2 of the Form Agreement and transfers of any licenses
  and/or permits pursuant to which Seller is presently operating the Property).
  (c) The accuracy of all of the representations and warranties in any material
  respect made by Seller hereunder as of the Close of Escrow. (d) There has
  been no material adverse change in the Property from or after the expiration
  of Buyer’s Contingencies under Paragraph 9.1 of the Form Agreement. 

  






 















	
  

  	
  (e) Buyer
  obtains financing for the purchase of the Property on terms and conditions
  acceptable to Buyer. If and to the extent that any condition to Buyer’s
  obligation to consummate the purchase of the Property fails to be satisfied,
  then Buyer may either (i) waive such condition and proceed with the
  close of escrow, or (ii) terminate the Agreement in which event Buyer’s
  earnest money deposit shall be immediately refunded and neither party shall
  have any further obligation to the other party. 7. Existing Lease Agreement.
  The parties acknowledge and understand that Buyer is presently leasing the
  Property from Seller pursuant to that certain Standard Industrial/Commercial
  Single-Tenant Lease — Net dated as of May 12, 2011 (the “Lease”). The
  parties acknowledge and agree as follows concerning the Lease: (a) Buyer
  represents that Buyer is the tenant under the Lease and has not assigned,
  encumbered or otherwise transferred any of its rights under the Lease
  (including, without limitation, the option to purchase the Property under
  Paragraph 62 of the Lease. (b) This Agreement is being entered into in
  accordance with Paragraph 62 and Rider 1 to the Lease. In the event of any
  conflict or inconsistency between this Agreement and the terms of Paragraph
  62 and Rider 1 to the Lease, the terms of this Agreement shall govern and
  control. (c) As of the Close of Escrow, the Lease will be terminated and the
  parties shall have no further obligations to each other than obligations
  under the Lease which are intended to survive the termination of the Lease
  (including, without limitation, Paragraphs 8.7 and 8.8 of the Lease). (d) If
  the Close of Escrow fails to occur and if this Agreement terminates,
  (i) the Lease shall remain in full force and effect and
  (ii) without limiting part (i), Buyer shall not be deemed to have
  executed the purchase option under Paragraph 62 of the Lease. (e) Without
  limiting any obligations of Buyer under the Lease and/or any other agreements
  between Seller and Buyer, Buyer shall indemnify, defend and hold harmless
  Buyer and Seller’s managers, members, officers, directors, employees and
  agents from and against any losses, damages (whether general, punitive or
  otherwise), liabilities, claims, causes of action, judgments and other costs
  and expenses, including attorneys’ fees and court costs, incurred by or
  liability imposed on Buyer relating to or arising out the condition of the
  Property as of the Close of Escrow (including, without limitation, the
  existence of any Hazardous Materials on, under or about the Property) and/or
  relating to or arising out of any breach by Buyer of its obligations under
  the Lease. The indemnification under this Paragraph shall survive the Close
  of Escrow. Should Buyer at any time default in or fail to perform or observe
  any of its obligations under this Paragraph, after written notice thereof
  from Seller and reasonable opportunity to cure such default or failure to
  perform, Seller shall have the right, but not the duty, without limitation
  upon any of Seller’s rights pursuant thereto, to perform the same, and Buyer agrees
  to pay to Seller, on demand, all costs and expenses reasonably incurred by
  Seller in connection therewith, including, without limitation, reasonable 

  






 















	
  

  	
   attorneys’ fees, together with interest from
  the date of expenditure at the annual rate of interest of ten percent (10%).
  8. Interpretation; Facsimile Execution. This Agreement shall be deemed to
  have been drafted by both parties and shall not be interpreted against any
  person as drafter. In addition, prior drafts of this Agreement shall not be
  used in any way to interpret the provisions hereof. A signature on this
  Agreement transmitted by facsimile shall be deemed the equivalent of an
  original “wet” ink signature for all purposes. 9. Exhibits. Attached hereto,
  and incorporated herein, are the legal description of the Property, the form
  of the Grant Deed, and the form of the title commitment for the Property as
  Exhibits A, B and C, respectively. IN WITNESS WHEREOF, the parties have
  executed this Addendum to Standard Offer, Agreement and Escrow Instructions
  for Purchase of Real Estate concurrently with the execution of the Standard
  Offer Agreement and Escrow Instructions for the Purchase of Real Estate.  SELLER: BFG2011 Limited Liability Company,
  a New Jersey limited liability company, doing business in California as
  “22135 Alessandro, LLC” By: Name: William J. Barrett Title: President By:
  Name. Ann C. W. Green Title: Secretary BUYER: Supreme Indiana
  Operations, Inc., a Delaware corporation By: Name: Matthew W. Long
  Title: Chief Financial Officer 

  






 















	
  

  	
   attorneys’ fees, together with interest from
  the date of expenditure at the annual rate of interest of ten percent (10%).
  8. Interpretation; Facsimile Execution. This Agreement shall be deemed to
  have been drafted by both parties and shall not be interpreted against any
  person as drafter. In addition, prior drafts of this Agreement shall not be
  used in any way to interpret the provisions hereof. A signature on this
  Agreement transmitted by facsimile shall be deemed the equivalent of an
  original “wet” ink signature for all purposes. 9. Exhibits. Attached hereto,
  and incorporated herein, are the legal description of the Property, the form
  of the Grant Deed, and the form of the title commitment for the Property as
  Exhibits A, B and C, respectively. IN WITNESS WHEREOF, the parties have
  executed this Addendum to Standard Offer, Agreement and Escrow Instructions
  for Purchase of Real Estate concurrently with the execution of the Standard
  Offer Agreement and Escrow Instructions for the Purchase of Real Estate. SELLER:
  BFG2011 Limited Liability Company, a New Jersey limited liability company,
  doing business in California as “22135 Alessandro, LLC”  By: Name: William J. Barrett Title:
  President By: Name: Ann C. W. Green Title: Secretary BUYER: Supreme Indiana
  Operations, Inc., a Delaware corporation By: Name: Matthew W. Long
  Title: Chief Financial Officer  

  






 















	
  

  	
   EXHIBIT “A” Legal Description The land
  referred to in this Agreement is in the State of California, County of
  Riverside and is described as follows: PARCEL 1: THAT PORTION OF LOT 2 OF
  BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY OF MORENO VALLEY, COUNTY
  OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 13
  OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING
  AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF THE
  NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE PER
  INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID POINT ALSO SHOWN AS THE
  NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC
  PLUG RCE 13116.. .” ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS
  OF RIVERSIDE COUNTY CALIFORNIA; THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH
  LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET;
  THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’
  33” WEST A DISTANCE OF 161.29 FEET; THENCE SOUTH 00° 12’ 45” WEST A DISTANCE
  OF 424.18 FEET; THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 627.22 FEET TO A
  POINT ALONG THE EAST LINE OF SAID LOT 2; THENCE NORTH 0° 16’ 40” EAST ALONG
  SAID EAST LINE A DISTANCE OF 590.05 FEET TO THE POINT OF BEGINNING AND THE
  END OF THIS DESCRIPTION. SAID DESCRIPTION IS ALSO KNOWN AS PARCEL 1 OF PARCEL
  MAP WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS
  INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.
  PARCEL 2: THAT PORTION OF LOT 2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN
  THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN
  BY MAP ON FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY,
  CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF
  SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET
  CONVEYED TO THE COUNTY OF RIVERSIDE AS INSTRUMENT NO. 65695, RECORDED JUNE
  18, 1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND
  DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. .” ON RECORD OF
  SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;
  THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON
  SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET; THENCE SOUTH 01° 17’ 29”
  EAST DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF
  161.29 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 0° 12’ 45” WEST A
  DISTANCE OF 424.18 FEET; 

  






 















	
  

  	
  THENCE NORTH
  88° 43’ 24” EAST A DISTANCE OF 627.22 FEET TO A POINT ON THE EAST LINE OF
  SAID LOT 2; THENCE SOUTH 00° 16’ 40” WEST ALONG SAID EAST LINE A DISTANCE OF
  656.41 FEET TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 89° 44’ 11”
  WEST ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 698.00 FEET TO A POINT
  LYING 624.81 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 2, AS MEASURED ALONG
  SAID SOUTH LINE; THENCE NORTH 01° 11’00” WEST A DISTANCE OF 613.83 FEET;
  THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 39.84 FEET; THENCE NORTH 00° 26’
  21” WEST A DISTANCE OF 455.44 FEET; THENCE SOUTH 89° 47’ 15” EAST A DISTANCE
  OF 52.02 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. SAID
  DESCRIPTION IS ALSO KNOWN AS PARCEL 4 OF PARCEL MAP WAIVER/CERTIFICATE OF
  COMPLIANCE NO.2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF
  OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: AN UNDIVIDED
  2/3RDS INTEREST IN AND TO THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF
  LOT 2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY OF MORENO VALLEY,
  COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6
  PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS
  FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH
  LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF
  RIVERSIDE, AS INSTRUMENT NO. 65695 RECORDED JUNE18, 1971, SAID POINT ALSO
  SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P.
  AND PLASTIC PLUG RCE 13116. . .” ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE
  1, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 88° 42’ 32” WEST
  ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE
  OF 495.56 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 01° 17’ 29” EAST
  A DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29
  FEET; THENCE NORTH 89° 47’ 15” WEST A DISTANCE OF 52.02 FEET; THENCE NORTH
  47° 36’ 28” EAST A DISTANCE OF 170.77 FEET; THENCE NORTH 01° 17’ 29” WEST A
  DISTANCE OF 52.00 FEET TO A POINT ON SAID NORTH LINE; THENCE NORTH 88° 42’
  32” EAST ALONG SAID NORTH LINE A DISTANCE OF 60.00 FEET TO THE POINT OF
  BEGINNING AND THE END OF THIS DESCRIPTION. SAID DESCRIPTION IS ALSO KNOWN AS
  PARCEL A OF PARCEL MAP WAIVER/ CERTIFICATE OF COMPLIANCE NO.2114, RECORDED
  JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE
  COUNTY, CALIFORNIA.

  






 















	
  

  	
   EXHIBIT “B” Grant Deed RECORDING
  REQUESTED BY AND WHEN RECORDED MAIL TO: Supreme Indiana Operations, Inc.
  2581 Kercher Road Goshen, IN 46528 Attention: John Dorbin MAIL TAX
  STATEMENT TO: Supreme Indiana Operations, Inc. 2581 Kercher Road
  Goshen, IN 46528 Attention: Jeffrey D. Mowery (Space Above Line for
  Recorder’s Use Only) APN: 297-130-034-1, 297-130-037-429 and 297-130-038-5 GRANT DEED In accordance with
  Section 11932 of the California Revenue and Taxation Code, Grantor has
  declared the amount of the transfer tax which is due by a separate statement
  which is not being recorded with this Grant Deed. FOR VALUE RECEIVED, BFG2011
  LIMITED LIABILITY COMPANY, a New Jersey limited liability company, doing
  business in California as “22135 Alessandro, LLC” (“Grantor”), grants to
  SUPREME INDIANA OPERATIONS, INC., a Delaware corporation (“Grantee”),
  all that certain real property situated in the City of Moreno Valley, County
  of Riverside, State of California, described on Exhibit A attached
  hereto and by this reference incorporated herein (the “Property”). 1 

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the Grantor has executed this Grant Deed on the date set forth below
  to be effective as of December , 2012. BFG2011 Limited Liability Company, a
  New Jersey limited liability company, doing business in California as “22135
  Alessandro, LLC” By: Name: Title: Date: STATE OF )   ) SS. COUNTY OF ) On December , 2012,
  before me, , Notary Public, personally appeared , who proved to me on the
  basis of satisfactory evidence to be the person whose name is subscribed to
  the within instrument and acknowledged to me that he executed the same in his
  authorized capacity, and that by his signature on the instrument the person,
  or the entity upon behalf of which the person acted, executed the instrument.
  I certify under PENALTY OF PERJURY under the laws of the State of California
  that the foregoing paragraph is true and correct. WITNESS my hand and
  official seal. Signature (Seal) 

  






 















	
  

  	
  Exhibit “A” LEGAL DESCRIPTION PARCEL 1: THAT
  PORTION OF LOT 2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY OF
  MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON
  FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA,
  DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT 2
  ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE
  COUNTY OF RIVERSIDE PER INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID
  POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A
  “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. “ON RECORD OF SURVEY RECORDED IN
  BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY CALIFORNIA; THENCE SOUTH 88° 42’
  32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A
  DISTANCE OF 495.56 FEET; THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00
  FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET; THENCE SOUTH
  00° 12’ 45” WEST A DISTANCE OF 424.18 FEET; THENCE NORTH 88° 43’ 24” EAST A
  DISTANCE OF 627.22 FEET TO A POINT ALONG THE EAST LINE OF SAID LOT 2; THENCE
  NORTH 0° 16’ 40” EAST ALONG SAID EAST LINE A DISTANCE OF 590.05 FEET TO THE
  POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. SAID DESCRIPTION IS ALSO
  KNOWN AS PARCEL 1 OF PARCEL MAP WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114,
  RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF
  RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: THAT PORTION OF LOT 2 OF BLOCK 13 OF
  THE ALESSANDRO TRACT, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE,
  STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS
  OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A
  POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY
  RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE AS INSTRUMENT NO.
  65695, RECORDED JUNE 18, 1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER
  OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. “ON
  RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY,
  CALIFORNIA; A-1

  






 















	
  

  	
   THENCE SOUTH 88° 42’ 32” WEST ALONG THE
  NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56
  FEET; THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00 FEET; THENCE SOUTH
  56° 38’ 33” WEST A DISTANCE OF 161.29 FEET TO THE POINT OF BEGINNING; THENCE
  SOUTH 0° 12’ 45” WEST A DISTANCE OF 424.18 FEET; THENCE NORTH 88° 43’ 24”
  EAST A DISTANCE OF 627.22 FEET TO A POINT ON THE EAST LINE OF SAID LOT 2;
  THENCE SOUTH 00° 16’ 40” WEST ALONG SAID EAST LINE A DISTANCE OF 656.41 FEET
  TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 89° 44’ 11” WEST ALONG
  THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 698.00 FEET TO A POINT LYING
  624.81 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 2, AS MEASURED ALONG SAID
  SOUTH LINE; THENCE NORTH 01° 11’00” WEST A DISTANCE OF 613.83 FEET; THENCE
  NORTH 88° 43’ 24” EAST A DISTANCE OF 39.84 FEET; THENCE NORTH 00° 26’ 21”
  WEST A DISTANCE OF 455.44 FEET; THENCE SOUTH 89° 47’ 15” EAST A DISTANCE OF
  52.02 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. SAID
  DESCRIPTION IS ALSO KNOWN AS PARCEL 4 OF PARCEL MAP WAIVER/CERTIFICATE OF
  COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF
  OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL 3: AN UNDIVIDED
  2/3RDS INTEREST IN AND TO THE FOLLOWING DESCRIBED PROPERTY: THAT PORTION OF LOT
  2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY OF MORENO VALLEY,
  COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6
  PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS
  FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH
  LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF
  RIVERSIDE, AS INSTRUMENT NO. 65695 RECORDED JUNE18, 1971, SAID POINT ALSO
  SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P.
  AND PLASTIC PLUG RCE 13116. “ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1,
  RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 88° 42’ 32” WEST ALONG
  THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF
  495.56 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 01° 17’ 29” EAST A
  DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29
  FEET; THENCE NORTH 89° 47’ 15” WEST A DISTANCE OF 52.02 FEET; THENCE NORTH
  47° 36’ 28” EAST A DISTANCE OF 170.77 FEET; THENCE NORTH 01° 17’ 29” WEST A
  DISTANCE OF 52.00 FEET TO A POINT ON SAID NORTH LINE; THENCE NORTH 88° 42’
  32” EAST ALONG SAID NORTH LINE A DISTANCE OF 60.00 FEET TO THE POINT OF
  BEGINNING AND THE END OF THIS DESCRIPTION. 

  






 















	
  

  	
   SAID DESCRIPTION IS ALSO KNOWN AS PARCEL A
  OF PARCEL MAP WAIVER/ CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23,
  1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY,
  CALIFORNIA. 

  






 















	
  

  	
   Exhibit “C”
  Commitment for Title Insurance 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012  CHICAGO COMMERCIAL CENTERTM CHICAGO TITLE
  INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A 1. The effective date of this
  Commitment is: October 16, 2012 at 7:30 am 2. The proposed form of
  policy (or policies) to be issued is: ALTA Owner’s (REV. 06/17/06) ALTA Loan
  (REV. 06/17/06) 3. The proposed insured value of the policy (or policies) to
  be issued is: Owner’s: To Be Determined Loan: To Be Determined 4. The
  proposed insured for the policy (or policies) is: Owner’s: To Be Determined
  Loan: To Be Determined 5. The estate or interest in the land described or
  referred to in the Commitment and covered herein is: A Fee 6. Title to said
  estate or interest at the date hereof is vested in: BFG2011, Limited Liability
  Company, a New Jersey limited liability company doing business in California
  as “22135 Alessandro, LLC” 7. The land referred to in this policy is
  described as follows: (See “Exhibit “A” attached) 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012 EXHIBIT “A” LEGAL DESCRIPTION The land referred
  to in this report is situated in the State of California, County of Riverside
  and is described in the Legal Description, attached hereto: PARCEL 1: THAT
  PORTION OF LOT 2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY OF
  MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON
  FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA,
  DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT 2
  ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE
  COUNTY OF RIVERSIDE PER INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID
  POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A
  “FOUND 1” IP. AND PLASTIC PLUG RCE 13116. “ON RECORD OF SURVEY RECORDED IN
  BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY CALIFORNIA; THENCE SOUTH 88° 42’
  32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A
  DISTANCE OF 495.56 FEET; THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00
  FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET; THENCE SOUTH
  00° 12’ 45” WEST A DISTANCE OF 424.18 FEET; THENCE NORTH 88° 43’ 24” EAST A
  DISTANCE OF 627.22 FEET TO A POINT ALONG THE EAST LINE OF SAID LOT 2; THENCE
  NORTH 0° 16’ 40” EAST ALONG SAID EAST LINE A DISTANCE OF 590.05 FEET TO THE
  POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. SAID DESCRIPTION IS ALSO
  KNOWN AS PARCEL 1 OF PARCEL MAP WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114,
  RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF
  RIVERSIDE COUNTY, CALIFORNIA. PARCEL 2: THAT PORTION OF LOT 2 OF BLOCK 13 OF
  THE ALESSANDRO TRACT, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE,
  STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 13 OF MAPS,
  RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:
  COMMENCING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF
  THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE AS
  INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID POINT ALSO SHOWN AS THE
  NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC
  PLUG RCE 13116. “ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF
  RIVERSIDE COUNTY, CALIFORNIA; THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH
  LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET;
  THENCE SOUTH 01° 17’ 29” EAST A 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012 DISTANCE OF
  80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET TO THE
  POINT OF BEGINNING; THENCE SOUTH 0° 12’ 45” WEST A DISTANCE OF 424.18 FEET;
  THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 627.22 FEET TO A POINT ON THE
  EAST LINE OF SAID LOT 2; THENCE SOUTH 00° 16’ 40” WEST ALONG SAID EAST LINE A
  DISTANCE OF 656.41 FEET TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH
  89° 44’ 11” WEST ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 698.00 FEET
  TO A POINT LYING 624.81 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 2, AS MEASURED
  ALONG SAID SOUTH LINE; THENCE NORTH 01° 11’00” WEST A DISTANCE OF 613.83
  FEET; THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 39.84 FEET; THENCE NORTH
  00° 26’ 21” WEST A DISTANCE OF 455.44 FEET; THENCE SOUTH 89° 47’ 15” EAST A
  DISTANCE OF 52.02 FEET TO THE POINT OF BEGINNING AND THE END OF THIS
  DESCRIPTION. SAID DESCRIPTION IS ALSO KNOWN AS PARCEL 4 OF PARCEL MAP
  WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS
  INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL
  3: AN UNDIVIDED 2/3RDS INTEREST IN AND TO THE FOLLOWING DESCRIBED PROPERTY:
  THAT PORTION OF LOT 2 OF BLOCK 13 OF THE ALESSANDRO TRACT, IN THE CITY
  OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP
  ON FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY,
  CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE EAST LINE OF
  SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET
  CONVEYED TO THE COUNTY OF RIVERSIDE, AS INSTRUMENT NO. 65695 RECORDED JUNE18,
  1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED
  WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. “ON RECORD OF SURVEY
  RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; THENCE
  SOUTH 88° 42’ 32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID
  RECORD OF SURVEY A DISTANCE OF 495.56 FEET TO THE TRUE POINT OF BEGINNING;
  THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’
  33” WEST A DISTANCE OF 161.29 FEET; THENCE NORTH 89° 47’ 15” WEST A DISTANCE
  OF 52.02 FEET; THENCE NORTH 47° 36’ 28” EAST A DISTANCE OF 170.77 FEET;
  THENCE NORTH 01° 17’ 29” WEST A DISTANCE OF 52.00 FEET TO A POINT ON SAID
  NORTH LINE; THENCE NORTH 88° 42’ 32” EAST ALONG SAID NORTH LINE A DISTANCE OF
  60.00 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION. SAID
  DESCRIPTION IS ALSO KNOWN AS PARCEL A OF PARCEL MAP WAIVER/ CERTIFICATE OF
  COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF
  OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. (Assessor’s Parcel Number:
  297-130-034-1, 297-130-037-4, 297-130-038-5) 

  






 















	
  

  	
   Site No.: 05 NBU No.: 21203121 Local No.:
  00000263-K26 Issued: 10/24/2012 SCHEDULE
  B EXCEPTIONS At the date hereof, items to be considered and exceptions
  to coverage in addition to the printed Exceptions and Exclusions in said
  policy form would be as follows: A. Property taxes, including any assessments
  collected with taxes, for the fiscal year 2012 - 2013  1st Installment: $12,650.06 (Unpaid)
  Penalty: $1,264.98 (Due after December 10) 2nd Installment: $12,650.06
  (Unpaid) Penalty and Cost: $1,295.98 (Due after April 10) Homeowners
  Exemption: NONE Code Area: 021-007 Assessors Parcel Number:
  297-130-034-1   B. Property taxes,
  including any assessments collected with taxes, for the fiscal year 2012 -
  2013   1st Installment: $8,308.01
  (Unpaid) Penalty: $830.78 (Due after December 10) 2nd Installment:
  $8,308.01 (Unpaid) Penalty and Cost: Homeowners Exemption: $861.78 (Due after
  April 10) NONE Code Area: 021-007 Assessors Parcel Number: 297-130-037-4
  C. Property taxes, including any assessments collected with taxes, for the
  fiscal year 2012 - 2013  1st
  Installment $229.93 (Unpaid) Penalty: $22.97 (Due after December 10) 2nd
  Installment: $229.93 (Unpaid) Penalty and Cost: $53.97 (Due after
  April 10) Homeowners Exemption: NONE Code Area: 021-007 Assessors Parcel
  Number: 297-130-038-5 D. The lien of supplemental or escaped assessments of
  property taxes, if any, made pursuant to the provisions of Part 0.5,
  Chapter 3.5 or Part 2, Chapter 3, Articles 3 and 4 respectively
  (commencing with Section 75) of the Revenue and Taxation Code of the
  State of California as a result of the transfer of title to the vestee named
  in Schedule A; or as a result of changes in ownership or new construction
  occurring prior to date of policy. 1. Water rights, claims or title to water,
  whether or not disclosed by the public records. 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012 2. An easement
  for the purpose shown below and rights incidental thereto as set forth in a
  document. Purpose: pipelines Recorded: June 5, 1948 as Instrument
  No. 577 in Book 911 Page 345 of Official Records Affects: That portion
  of said land as described in the document attached hereto. Amendment to Right
  of Way, subject to all the terms, provisions and conditions therein
  contained, recorded June 29, 2001 as Instrument No. 2001-299177 of
  Official Records. Restrictions on the use, by the owners of said land, of the
  easement area as set forth in the easement shown above. Reference is hereby
  made to said document for full particulars. 3. An easement for the purpose
  shown below and rights incidental thereto as set forth in a document.
  Purpose: pipelines Recorded: January 10, 1958 as Instrument No. 2426
  of Official Records Affects: That portion of said land as described in the
  document attached hereto. Restrictions on the use, by the owners of said
  land, of the easement area as set forth in the easement shown above.
  Reference is hereby made to said document for full particulars. 4. Covenants,
  conditions and restrictions (but omitting any covenant or restrictions, if
  any, based upon on race, color, religion, sex, sexual orientation, familial
  status, marital status, disability, handicap, national origin, ancestry, or
  source of income, as set forth in applicable state or federal laws, except to
  the extent that said covenant or restriction is permitted by applicable law)
  as set forth in the document Recorded: January 7, 1971 as Instrument
  No. 1391, of Official Records Note: Section 12956.1 of the
  government code provides the following: “If this document contains any
  restriction based on race, color, religion, sex, sexual orientation, familial
  status, marital status, disability, national origin, source of income as
  defined in subdivision (p) of Section 12955, or ancestry, that
  restriction violates state and federal fair housing laws and is void, and may
  be removed pursuant to section 12956.2 of the Government Code. Lawful
  restrictions under state and federal law on the age of occupants in senior
  housing or housing for older persons shall not be construed as restrictions
  based on familial status.” 

  






 















	
  

  	
   Site No.: 05 NBU No.: 21203121 Local No.:
  00000263-K26 Issued: 10/24/2012 Said covenants, conditions and restrictions
  provide that a violation thereof shall not defeat the lien of any mortgage or
  deed of trust made in good faith and for value. 5. Easement(s) for the
  purpose(s) shown below and rights incidental thereto as delineated or as
  offered for dedication, on the recorded map shown below: Map of: Alessandro
  Tract Purpose: public street and utilities Affects: That portion of said land
  as shown on said map. 6. An easement for the purpose shown below and rights
  incidental thereto as set forth in a document. Purpose: road and utility
  Recorded: March 15, 1971 as Instrument No. 25666 of Official
  Records Affects: That portion of said land as described in the document
  attached hereto. 7. An easement for the purpose shown below and rights
  incidental thereto as set forth in a document. Purpose: public utilities
  Recorded: July 2, 1971 as Instrument No. 72758 of Official Records
  Affects: That portion of said land as described in the document attached
  hereto. Restrictions on the use, by the owners of said land, of the easement
  area as set forth in the easement shown above. Reference is hereby made to
  said document for full particulars. 8. An easement for the purpose shown
  below and rights incidental thereto as set forth in a document. Purpose:
  public utilities Recorded: April 17, 1972 as Instrument No. 49502
  of Official Records Affects: That portion of said land as described in the
  document attached hereto. Restrictions on the use, by the owners of said
  land, of the easement area as set forth in the easement shown above.
  Reference is hereby made to said document for full particulars. 9. The fact
  that said land is included within the Moreno Valley Redevelopment Project
  Area, and that proceedings for redevelopment have been instituted. 

  






 















	
  

  	
   Site No.: 05 NBU No.: 21203121 Local No.:
  00000263-K26 Issued: 10/24/2012 Recorded: December 29, 1987 as
  Instrument No. 365197, of Official Records 10. A document subject to all
  the terms, provisions and conditions therein contained. Entitled: Agreement
  Containing Covenants Affecting Real Property Recorded: June 23, 1995 as
  Instrument No. 204097, of Official Records 11. Covenants, conditions and
  restrictions (but omitting any covenant or restrictions, if any, based upon
  on race, color, religion, sex, sexual orientation, familial status, marital
  status, disability, handicap, national origin, ancestry, or source of income,
  as set forth in applicable state or federal laws, except to the extent that
  said covenant or restriction is permitted by applicable law) as set forth in
  the document Recorded: June 23, 1995 as Instrument No. 204098, of
  Official Records Note: Section 12956.1 of the government code provides
  the following: “If this document contains any restriction based on race,
  color, religion, sex, sexual orientation, familial status, marital status,
  disability, national origin, source of income as defined in subdivision
  (p) of Section 12955, or ancestry, that restriction violates state
  and federal fair housing laws and is void, and may be removed pursuant to
  section 12956.2 of the Government Code. Lawful restrictions under state and
  federal law on the age of occupants in senior housing or housing for older
  persons shall not be construed as restrictions based on familial status.”
  Said covenants, conditions and restrictions provide that a violation thereof shall
  not defeat the lien of any mortgage or deed of trust made in good faith and
  for value. 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012 14. Matters
  which may be disclosed by an inspection and/or by a correct ALTA/ACSM Land
  Title Survey of said land that is satisfactory to this Company, and/or by
  inquiry of the parties in possession thereof. This office must be notified at
  least 7 business days prior to the scheduled closing in order to arrange for
  an inspection of the land; upon completion of this inspection you will be
  notified of the removal of specific coverage exceptions and/or additional
  exceptions to coverage. 15. Any rights of parties in possession of said land,
  based on any unrecorded lease, or leases. This Company will require a full
  copy of any unrecorded lease, together with all supplements, assignments, and
  amendments for review. 

  






 















	
  

  	
  Site No.: 05
  NBU No.: 21203121 Local No.: 00000263-K26 Issued: 10/24/2012 INFORMATIONAL NOTES Note No. 1.
  Section 12413.1, California Insurance Code became effective
  January 1, 1990. This legislation regulates the disbursement of funds
  deposited with any title entity acting in an escrow or sub-escrow capacity.
  The law requires that all funds be deposited and collected by the title entity’s
  escrow and/or sub-escrow account prior to disbursement of any funds. Some
  methods of funding may be subject to a holding period, which must expire
  before any funds may be disbursed. In order to avoid any such delays, all
  funding should be done via wire transfer. Funds deposited with the Company
  via wire transfer may be disbursed upon receipt. Funds deposited by cashiers
  checks, certified checks, and teller’s checks is one business day after the
  day deposited. Other checks may require hold periods from two to five
  business days after the day deposited, and may delay your closing. The
  Company may receive benefits from such banks based upon the balances in such
  accounts. Such benefits will be retained by the Company as part of its
  compensation for handling such funds. Note No. 2. This Company will
  require for review the following documents from the following Limited
  Liability Company: BFG2011, Limited Liability Company, a New Jersey limited
  liability company A. A copy of its Operating Agreement and any and all
  amendments, supplements and/or modifications thereto, certified by the
  appropriate manager. B. Confirmation that its Articles of Organization
  (LLC-1), and Certificate of Amendment (LLC-2), any restated Articles of
  Organization (LLC-10) and/or any Certificate of Correction (LLC-11) have been
  filed with the Secretary of State. C. If the Limited Liability Company is
  member-managed a full and complete list of members certified by the
  appropriate manager. D. If the Limited Liability Company was formed in a
  foreign jurisdiction, evidence, satisfactory to the Company, that it was
  validly formed, is in good standing and authorized to do business in the
  state of origin. E. If the Limited Liability Company was formed in a foreign
  jurisdiction, evidence satisfactory to the Company, that it has complied with
  California “doing business” laws, if applicable. Note No. 3. The charge
  where an order is cancelled after the issuance of the report of title, will
  be that amount which in the opinion of the Company is proper compensation for
  the services rendered or the purpose for which the report is used, but in no
  event shall said charge be less that the minimum amount required under
  Section 12404.1 of the Insurance Code of the State of California. If the
  report cannot be cancelled “no fee” pursuant to the provisions of said
  Insurance Code, then the minimum cancellation fee shall be that permitted by
  law. 

  






 















	
  

  	
   Site No.: 05 NBU No.: 21203121 Local No.:
  00000263-K26 Issued: 10/24/2012 Note No. 4. California Revenue and Taxation
  Code Section 18668, effective January 1, 1991, requires that the
  buyer in all sales of California Real Estate, withhold 3-1/3% of the total
  sales price as California State Income Tax, subject to the various provisions
  of the law as therein contained, and as amended. Note No. 5.
  Intentionally Deleted. Note No. 6. Your application for title insurance
  was placed by reference to a street address or assessor’s parcel number.
  Based upon our records, we believe that the description in this report covers
  the parcel that you requested.  To
  prevent errors, we require written confirmation that the legal description
  contained herein covers the parcel that you requested. Note No. 7. The
  plat, (map), which is attached to this report, is to assist you in locating
  land with reference to streets and other parcels. While this plat is believed
  to be correct, the Company assumes no liability for any loss occurring by
  reason of reliance thereon.  Note
  No. 8. The policy of title insurance will include an arbitration
  provision. The Company or the insured may demand arbitration. Arbitrable
  matters may include, but are not limited to, any controversy or claim between
  the Company and the insured arising out of or relating to this policy, any
  service of the Company in connection with its issuance or the breach of a
  policy provision or other obligation. Please ask your escrow or title officer
  for a sample copy of the policy to be issued if you wish to review the
  arbitration provisions and any other provisions pertaining to your Title Insurance
  coverage. Note No. 9. The policy to be issued may contain an arbitration
  clause. When the Amount of Insurance is less than the amount, if any, set
  forth in the arbitration clause, all arbitrable matters shall be arbitrated
  at the option of either the Company or the Insured as the exclusive remedy of
  the parties. Note No. 10. Any documents being executed in conjunction
  with this transaction must be signed in the presence of an authorized Company
  employee, an authorized employee of an agent, an authorized employee of the
  insured lender, or by using Bancserv or other approved third-party service.
  If the above requirements cannot be met, please call the company at the
  number provided in this report. END