name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY
under the laws of the State of California that the foregoing paragraph is true
and correct. WITNESS my hand and official seal.
Signature_________________________________________ (Seal) EXF{IBIT'F' I
199685.0310C 999903-14000/10-3 1-18/pdo/agt 4848-4928-5241
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EXHIBIT "A" LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN
THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA ANT) IS
DESCRIBED AS FOLLOWS: [Drafting Note: To be provided by Tejon and attached to
this Agreement on or before December 1, 2018.] EXHIBIT A to EXHIBIT "F"
1199685.0310C 999903-14000/10-3 1-18/pdo/agt - 1- 4848-4928-5241
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EXHIBIT "B" EXCEPTIONS TO TITLE [To be provided by Tejon and attached to this
Agreement on or before December 1, 2018.] EXHIBIT "B"to EXHIBIT "F'
1199685.0310C 999903-14000/1O-31-18/pdo/agt 4848-4928-5241
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EXHIBIT "G" FORM OF NON-FOREIGN AFFifiAVIT CONTRIBUTOR'S CERTIFICATE OF
NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a
transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person. For U.S. tax purposes (including Section 1445), the owner
of a disregarded entity (which has legal title to a U.S. real property interest
under local law) will be the transferor of the property and not the disregarded
entity. To inform TRC MRC 3, LLC, a Delaware limited liability company
("Transferee"), that withholding of tax is not required upon the disposition of
a U.S. real property interest, the undersigned hereby certifies the following on
behalf of the transferor/seller: 1. The transferor/seller is not a foreign
corporation, foreign partnership, foreign trust, foreign estate or foreign
person (as those terms are defined in the Internal Revenue Code and the Income
Tax Regulations promulgated thereunder). 2. The transferor/seller is not a
disregarded entity as defined in Section 1.1445- 2(b)(2)(iii). 3. The
transferor's/seller's tax identification number is 77-0500904. 4. The
transferor's/seller's business address is P.O. Box 1000, 4436 Lebec Road, Lebec,
California 93243. The transferor/seller understands that this certification may
be disclosed to the Internal Revenue Service by Transferee and that any false
statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and
to the best of my knowledge and belief it is true, correct, and complete, and I
further declare that I have authority to sign this document on behalf of the
transferor/seller. Transferor: TEJON INIUSTRJAL CORP., a California corporation
By:_____ Name: Title: EXHIBIT 'G' 1199685.03/OC 999903-14000/1O-31-18/pdo/agt
4848-4928-5241
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_________________, ________________ EXHIBIT "H" FORM OF GENERAL ASSIGNMENT
GENERAL ASSIGNMENT THIS GENERAL ASSIGNMENT (this "Assignment"), dated as of 2019
(the "Assignment Date"), is made by and between TEJON INDUSTRIAL CORP., a
California corporation ("Assignor"), and TRC-MRC 3, LLC, a Delaware limited
liability company ("Assignee"). RECITALS A. Pursuant to that certain
Contribution Agreement