AND
SUCCESSOR CORPORATIONS AND EACH OF THEM, HEREBY RELEASES AND DISCHARGES AMERICAN
SPECTRUM, AND EACH OF ITS PRESENT AND FORMER PRINCIPALS, AGENTS, OFFICERS,
DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, HEIRS, ASSIGNS, ATTORNEYS,
REPRESENTATIVES, LIMITED PARTNERS, PARENT, SUBSIDIARIES, RELATED ENTITIES,
AFFILIATE CORPORATIONS, PREDECESSOR AND SUCCESSOR CORPORATIONS AND EACH OF THEM,
FROM ALL CLAIMS THAT WERE OR COULD HAVE BEEN ASSERTED BY DUNHAM ARISING OUT OF A
DEFAULT BY AMERICAN SPECTRUM THROUGH THE DATE HEREOF.
19.
THE PARTIES AGREE AND ACKNOWLEDGE THE RELEASES SET FORTH IN THIS
AGREEMENT ARE A GENERAL RELEASE. THE PARTIES EXPRESSLY WAIVE, AND ASSUME THE
RISK OF, ANY AND ALL CLAIMS FOR DAMAGES AGAINST ANY OF THE OTHER PARTIES ARISING
OUT OF, BASED UPON OR RELATING TO THE ACTION WHICH EXIST AS OF THIS DATE WHICH
THE PARTIES DO NOT KNOW OR SUSPECT TO EXIST, WHETHER THROUGH IGNORANCE,
OVERSIGHT, ERROR, NEGLIGENCE, OR OTHERWISE WHICH, IF KNOWN, WOULD MATERIALLY
AFFECT THEIR DECISION TO ENTER INTO THIS AGREEMENT.
THE PARTIES FURTHER AGREE
THAT IF THE LAW OR FACTS WITH RESPECT TO WHICH THIS AGREEMENT IS EXECUTED ARE
FOUND TO BE OTHER THAN, OR DIFFERENT FROM, THE LAW AND FACTS NOW BELIEVED BY THE
PARTIES TO BE TRUE, THE PARTIES EXPRESSLY ACCEPT AND ASSUME THE RISK OF SUCH
POSSIBLE DIFFERENCES IN LAW OR FACTS, AND AGREE THAT THIS AGREEMENT SHALL BE AND
REMAIN EFFECTIVE NOTWITHSTANDING ANY SUCH DIFFERENCES.
THE PARTIES AGREE AND
ACKNOWLEDGE THAT ALL RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE ARE
HEREBY EXPRESSLY WAIVED.
SECTION 1542 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."
[Remainder of Page Intentionally Left Blank]
6
DATED: June 7, 2014
American Spectrum Realty, Inc.
By: /s/ William J. Carden
Name: William J. Carden
Title: President
DATED: June 7, 2014
American Spectrum Dunham Properties LLC
By: /s/ William J. Carden
Name: William J. Carden
Title: President
DATED: June 7, 2014
American Spectrum Realty Operating Partnership LP
By: /s/ William J. Carden
Name: William J. Carden
Title: President
DATED: June 6, 2014
Dunham & Associates Holdings, Inc.
By: /s/ Jeffrey A. Dunham
Name: Jeffrey A. Dunham
Title:
DATED: June 6, 2014
Asset Managers, Inc.
By: /s/ Jeffrey A. Dunham
Name: Jeffrey A. Dunham
Title:
DATED: June 6, 2014
D&A Daily Mortgage Fund III, L.P.
By: /s/ Jeffrey A. Dunham
Name: Jeffrey A. Dunham
Title:
DATED: June 6, 2014
D&A Semi-Annual Mortgage Fund, III, L.P.
By: /s/ Jeffrey A. Dunham
Name: Jeffrey A. Dunham
Title:
DATED: June 6, 2014
D&A Intermediate-Term Mortgage Fund, III, L.P.
By: /s/ Jeffrey A. Dunham
Name: Jeffrey A. Dunham
Title:
7
EXHIBIT A
Exhibit A [exhibit-a.jpg]
Version C Fund Project Name Net Contribution Value (Stock) Keep Stock Return
Stock 100% Owned D Perris 921,016 $ 921,016 $ D Encinitas 1,251,043 1,251,043 D
Wilmington 2,183,779 2,183,779 D Florida