DeclarationCal. Super. - 6th Dist.July 22, 2021VD OD ~J Ch (ll 4k OJ t0 hi b3 b3 b0 b3 b3 b0 b) b3 b0 hi hi hi hi hi hi hi hi hi hi GO \J Ch (ll 4k be b3 hi :3 VD GO \J CH (ll JR 00 b0 hi CD 21 CV385887 Santa Clara - Civil THOMPSON COBURN LLP JEFFREY N. BROWN (SBN 105520) jbrown@th0mpsoncoburn.c0m 10100 Santa Monica Boulevard, Suite 500 Los Angeles, California 90067 Tel: 310.282.2500 / Fax: 310.282.2501 Attorneys for Defendants RP20 91 MONTAGUE, LLC, REEF-PCG, LLC and CHAD DeCOURSEY M. Domingu Electronically Filed by Superior Court of CA, County of Santa Clara, on 1l7l2022 12:21 PM Reviewed By: M. Dominguez Case #21 CV385887 Envelope: 8008576 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA ADNH INVESTMENTS, LLC, a California Limited Liability company; and MARY LY, Plaintiffs, V. RP20 91 MONTAGUE, LLC, a Utah Limited Liability company, Reef-PCG, LLC, CHAD DeCOURSEY, and DOES 1-25, inclusive, Defendants. /// /// /// /// /// /// /// /// 10263083 Case N0. 21CV385887 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANT’S MOTION TO EXPUNGE LISPENDENS [Motion t0 Expunge Lis Pendens, Declaration 0f Jeffrey Brown and Non- California Authority filed concurrently herewith] Date: Time: Dept: Action Filed: July 22, 2021 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF MARJORY TAYLOR MARJORY TAYLOR declares as follows: 1. I am a Senior Analyst for Reef-PCG (“Reef”), a defendant in the above-entitled action. In my role as Senior Analyst, I am familiar with the various transactions involving Reef- PCG and RP20 91 Montague, LLC (“RP20 91 Montague”). Therefore, I have personal knowledge 0f the facts set forth herein, except as t0 those stated 0n information and belief and, as t0 those, I am informed and believe them t0 be true. If called as a witness, I could and would competently testify t0 the matters stated herein. I make this declaration in support 0f Defendants’ Motion t0 Expunge Lis Pendens. 2. On 0r about January 7, 2019, Ninety-Nine Homes LLC (“Ninety-Nine Homes”) executed a series 0f promissory notes related t0 a loan for $7.5 million that was financed by eleven different lenders (“Loan”). Reef was the agent for the various lenders that contributed t0 the $7.5 million loan. A true and correct copy 0f the promissory notes is attached hereto as Exhibit A. 3. The notes were signed by Mary Ly 0n behalf 0f Ninety-Nine Homes. According t0 the California Secretary 0f State website, Ms. Ly is the sole manager ofNinety-Nine Homes. A true and correct copy 0f the latest filing, dated December 30, 2020, is attached hereto as Exhibit B. 4. Also 0n 0r about January 7, 2020, as security for the Loan, Ninety-Nine Homes executed a deed 0f trust (“Deed 0f Trust”) securing the real property known as 91 Montague Expressway in Milpitas, California (“Property”), which, as 0f the recording 0f the Deed 0f Trust, was owned by Ninety-Nine Homes. A true and correct copy 0f the Deed 0f Trust is attached hereto as Exhibit C. 5. Ninety-Nine Homes defaulted 0n the Loan, and 0n July 1, 2020, the Deed 0f Trust was assigned t0 RP20 91 Montague, an LLC. A true and correct copy 0f the assignment 0f the Deed 0f Trust is attached hereto as Exhibit D. 6. On August 21, 2020, the trustee under the Deed 0f Trust sold the Property at a non- judicial foreclosure sale. At the time 0f the foreclosure sale, the total amount owing 0n the Loan was $1 1 .7 million. RP20 91 Montague was the sole bidder at the non-judicial foreclosure sale and purchased the Property for a credit bid 0f $5,000,000. A Trustee’s Deed Upon Sale was executed 10263083 2 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 after the sale. A true and correct copy 0f the Trustee’s Deed Upon Sale is attached hereto as1M E. Shortly after the foreclosure sale, RP20 91 Montague owned the Property and maintained continuous possession since the foreclosure sale. 7. Ninety-Nine Homes sought t0 repurchase the Property from RP20 91 Montague following the foreclosure sale. In my role as Senior Analyst for Reef, I was the main liaison with potential buyers for the Property, and then with Ninety-Nine Homes through Mary Ly regarding the negotiation and execution 0fthe October PSA between RP20 91 Montague and Ninety-Nine Homes. On 0r around October 2, 2020, RP20 91 Montague executed a purchase and sale agreement (“October PSA”) with Ninety-Nine Homes t0 purchase the Property. A true and correct copy 0f the October PSA is attached hereto as Exhibit F. 8. Provision 3(A) 0f the October PSA states that the buyer (Ninety-Nine Homes) is t0 pay the seller (RP20 91 Montague) an initial deposit 0f $10,000. See EX. F. The October PSA also contains an addendum with a provision stating that two additional, non-refundable deposits in the amounts 0f $20,000 and $25,000 must be wired from Ninety-Nine Homes t0 RP20 91 Montague by October 14, 2020 and October 25, 2020, respectively. Id. 9. The October PSA further stated that the buyer’s failure t0 pay the initial 0r additional deposit by the date required would result in the termination 0f the October PSA. Id. 10. On November 9, 2020, I emailed Ms. Ly and informed her that under the terms 0f the October PSA, Ninety-Nine Homes was required t0 pay an initial deposit 0f $10,000. It was then supposed t0 pay $20,000 by October 14, 2020 and an additional $25,000 by October 25, 2020. The October PSA made clear that these deposits were non-refundable. A true and correct copy 0f my email t0 Ms. Ly is attached hereto as Exhibit G. Ifurther informed Ms. Ly that RP20 91 Montague had not received all 0f those amounts, so per its express terms, the October PSA was terminated. Id. In earlier telephone conversations, Ms. Ly informed me that she had been unable t0 pay all 0f the deposits because her bank account was frozen. 11. In the same email, I also informed Ms. Ly that if she wished t0 pursue the contract, she would need t0 wire the outstanding additional deposits t0 RP20 91 Montague, and then RP20 10263083 3 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 91 Montague would create a new contract, adding an addendum t0 the October PSA adjusting the date the additional deposits were due. Id. 12. On 0r around November 19, 2020, Ms. Ly and Craig Higdon, Ms. Ly’s mortgage broker from Dragon Realty Capital, requested that RP20 91 Montague amend the October PSA t0 replace the name 0f the buyer. Ms. Ly and Mr. Higdon requested that Ninety-Nine Homes be replaced by ADNH Investments, LLC (“ADNH”), as the new buyer. A true and correct copy 0fMr. Higdon’s email is attached hereto as Exhibit H. 13. According t0 the California Secretary 0f State website, Ms. Ly is the sole manager 0fADNH. A true and correct copy 0f the latest filing by ADNH is attached hereto as Exhibit I. 14. On November 20, 2020, I emailed Ms. Ly t0 inform her that per our previous telephone conversation, RP20 91 Montague was not willing t0 negotiate an amendment t0 the October PSA 0r a new purchase sale agreement with ADNH as the buyer until Ninety-Nine Homes paid the non-refundable initial deposits that were still due under the October PSA. See EX. H. 15. In none of my communications with Ms. Ly did I agree t0 amend the October PSA 0r execute a new PSA t0 include a new buying entity, despite Ms. Ly’s request that ADNH be substituted as the buyer in the October PSA, which had been terminated. 16. On December 2, 2020, Ms. Ly emailed me t0 request the wiring instructions for RP20 91 Montague. In that same email, Ms. Ly requested that I speak t0 Mr. Higdon about a new purchase sale agreement, which would include ADNH, not Ninety-Nine Homes, as the buyer. See EX. H. 17. Iresponded t0 Ms. Ly’s email 0n the same day and provided the wiring instructions. I also stated, “I want t0 be clear that we are currently not under contract and Wiring funds Will not reinstate the previous PSA.” Id. I further informed Ms. Ly that it would be necessary t0 negotiate a new purchase sale agreement between RP20 91 Montague and ADNH. See EX. H. 18. On the same day, December 2, 2020, RP20 91 Montague received $45,000 from Ninety-Nine Homes, 0r part 0f the non-refundable initial deposit still due t0 RP20 91 Montague under the terms 0f the October PSA. A true and correct copy 0f my email t0 Ms. Ly confirming receipt 0f the funds is attached hereto as Exhibit J. After receiving the funds due from Ninety-Nine Homes, I emailed Ms. Ly t0 inform her that RP20 91 Montague would begin drafting a new purchase 10263083 4 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 sale agreement between RP20 91 Montague and ADNH. Ireiterated, however, that the terms in the new purchase sale agreement would not be the same as the terms 0f the October PSA. See EX. J. 19. On December 4, 2020, I emailed Ms. Ly a copy 0f a new proposed draft purchase sale agreement between RP20 91 Montague and ADNH, which reflected a different buyer and a different purchase price than the October PSA between RP20 91 Montague and Ninety-Nine Homes. A true and correct copy 0fmy email exchange with Ms. Ly containing the proposed draft agreement is attached hereto as Exhibit K. 20. Ms. Ly responded the same day and stated that she had wired a total 0f $55,000 t0 RP20 91 Montague pursuant t0 the terms 0f the October PSA, and that she had wired an additional $109,679 t0 compensate RP20 91 Montague for property taxes that it had paid 0n the Property. See EX. K. 21. In an effort to explain t0 Ms. Ly the differences in purchase prices between the October PSA between RP20 91 Montague and Ninety-Nine Homes and the proposed draft PSA between RP20 91 Montague and ADNH I had sent her 0n December 4, 2020, I again emailed Ms. Ly 0n December 4, 2020, and transmitted an itemized breakdown 0f the property taxes RP20 91 Montague had paid 0n the Property t0 date. This itemization reflected that RP20 91 Montague had been reimbursed for $109,278.67 in taxes, but had not been reimbursed for an additional $1 17,089.68 in taxes. See EX. J. 22. On December 4, 2020, RP20 91 Montague received a preliminary report (“Report”) from Ticor Title Company 0f California related t0 the Property. A true and correct copy 0f the Report is attached hereto as Exhibit L. The Report revealed that two mechanic’s liens had been recorded against the Property 0n August 28, 2020. One was for $224,001.65 by TJGA LLC DBA AR Construction, and the other was for $29,652.04 by Tartar Utility Consultants. See id. RP20 91 Montague had not previously received notice 0f these mechanic’s liens. 23. Mary Ly and Ninety-Nine Homes were listed as the property owners 0n the Claim 0f Mechanics Lien recorded by Tartar Utility Consultants. A true and correct copy 0f the Claim 0f Mechanics Lien for Tartar Utility Consultants is attached hereto as Exhibit M. Ninety-Nine Homes was listed as the property owner 0n the Claim 0fMechanics Lien recorded by TJGA LLC DBA AR 10263083 5 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Construction. A true and correct copy 0f the Claim 0f Mechanics Lien for TJGA LLC DBA AR Construction is attached hereto as Exhibit N. According t0 the terms 0fthese mechanic’s liens, they arose from work performed 0n the Property while Ninety-Nine Homes was still the Property owner, prior t0 the foreclosure sale 0n August 21, 2020. 24. On December 7, 2020, after receiving the Report, I emailed Ms. Ly inquiring about the mechanic’s liens 0n the Property. Specifically, I asked Ms. Ly if she intended t0 pay the liens and informed her that the terms 0f any potential new agreement between RP20 91 Montague and ADNH would need t0 be adjusted t0 account for the liens. See EX. K. On December 8, 2020, Ihad a telephone call with Ms. Ly and I informed her that we would not g0 forward negotiating a purchase contract until after the liens were released. 25. On December 14, 2020, Mr. Higdon emailed me a copy 0f an offer t0 enter into a purchase and sale agreement signed by Ms. Ly. The offer was dated December 12, 2020. Later that day, Mr. Higdon sent me another offer, with, what he said, was a modification 0f the first December 12, 2020 offer. The second December 12 offer shall be referred t0 as the “December Offer.” In his December 14, 2020 email with this December Offer, Mr. Higdon requested that I confirm RP20 91 Montague’s acceptance 0f the December Offer. A true and correct copy 0f the December Offer is attached hereto as Exhibit O. The December Offer is also attached t0 the Complaint as Exhibit B. 26. I did not accept the December Offer 0r inform Mr. Higdon or Ms. Ly, either orally or in writing, that I did. Instead, 0n December 14, 2020, I responded t0 Mr. Higdon’s December 14, 2020 email by informing him that before RP20 91 Montague would even consider executing a written agreement with ADNH, RP20 91 Montague needed t0 analyze the mechanic’s liens issues created by Ms. Ly’s entity’s ownership 0f the Property, and I also stated that the terms 0f the December Offer would need t0 be adjusted t0 account for the liens. A true and correct copy 0f this email is attached hereto as Exhibit P. Mr. Higdon responded the next day, acknowledging that there was n0 executed contract for the sale 0f the Property, and proposing new language t0 a new and different draft purchase and sale agreement (“Revised December Offer”) that purported t0 make the buyer responsible for removing any mechanic’s liens recorded against the Property prior t0 the close 0f escrow. See EX. P. Mary Ly did not sign the Revised December Offer. A true and correct copy 10263083 6 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0f the Revised December Offer is attached hereto as Exhibit g2. With respect t0 several 0f these emails between Mr. Higdon and myself, Mary Ly was copied. 27. The Revised December Offer was not dated 0r signed by either party and added an additional sentence t0 the addendum stating, “Buyer t0 be responsible for paying/removing any mechanics liens recorded 0n the property at 0r before the close 0f escrow.” See EX. Q. 28. Neither I, nor anybody else at Reef 0r RP20 91 Montague, informed either Mr. Higdon or Ms. Ly orally or in writing that RP20 91 Montague accepted the December Offer 0r the Revised December Offer. 29. On December 17, 2020, I emailed Mr. Higdon seeking additional clarifying information about the mechanic’s liens recorded against the Property. A true and correct copy 0f my email exchange with Mr. Higdon is attached hereto as Exhibit R. 30. On December 22, 2020, Mr. Higdon sent Ms. Ly an email, which I was copied 0n and which again reminded Ms. Ly that the purchase sale agreement was not signed and the parties did not have a contract. A true and correct copy 0f Mr. Higdon’s December 22, 2020 email is attached hereto as Exhibit S (“You don’t REALLY have an executed purchase contract With PCG . . . it is REALLY necessary for us t0 get that PSA in place for both Parkview Financial and DPG Investments t0 complete their approval process.”). Mr. Higdon also reminded Ms. Ly that she was responsible for mechanic’s liens 0n “a property that [Ms. Ly] d0[es] not own.” Id. 3 1. In his December 22, 2020 email, Mr. Higdon further advised Ms. Ly that it would be in her best interest t0 execute a contract with RP20 91 Montague in order t0 secure financing and close 0n the Property. Id. 32. ADNH and RP20 91 Montague never arrived at an agreement regarding a new purchase sale agreement, and RP20 91 Montague never signed either the December Offer 0r Revised December Offer. 33. In May 2021, RP20 91 Montague entered into a contract for the sale 0f the Property with a different buyer because the October PSA had been terminated as a result 0fMs. Ly’s default. 10263083 7 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 34. In May 2021, Ms. Ly again called me t0 discuss purchasing the Property and executing a backup offer after RP20 91 Montague had reached an agreement for the sale 0f the Property with a new buyer. 35 . Ms. Ly’s attempt t0 execute a backup offer was an acknowledgement by Ms. Ly that ADNH and RP20 91 Montague did not have an agreement for the purchase and sale 0f the Property, and that RP20 91 Montague had entered into a contract for the sale 0f the Property with a different buyer. 36. On May 27, 2021, I emailed Ms. Ly t0 inform her that RP20 91 Montague was not willing t0 execute a backup offer with Ms. Ly. A true and correct copy 0fmy email exchange with Ms. Ly is attached hereto as Exhibit T. 37. On June 1, 2021, at Ms. Ly’s request, I had a telephone conversation with Ms. Ly, her broker and potential investor, and Chad DeCoursey 0f Reef. During that conversation, Ms. Ly’s representatives acknowledged that neither Ms. Ly nor any 0f her entities, such as ADNH, were under contract with RP20 91 Montague for the purchase 0f the Property. Instead, they asked me if she could present an offer which would be a second position, i.e., a backup offer, in the event that the current contract t0 sell with another buyer did not close. They further asked what it would take for RP20 91 Montague t0 cancel the current contract altogether and enter into a contract with Ms. Ly or one of her entities instead. 38. On June 2, 2021, I emailed Ms. Ly and Mr. Higdon and confirmed that RP20 91 Montague was not willing t0 cancel its contract with the other buyer nor enter into a second position offer with Ms. Ly 0r ADNH. A true and correct copy 0fmy email is attached hereto as Exhibit U. 39. On June 14, 2021, Mr. Higdon emailed Jed Robinson at Reef a backup offer for the Property. The email contained a proposed purchase and sale agreement for the sale 0f the Property for $9,700,000, with Athana Investments LLC, not ADNH, as the buyer; loan approval for Athana Investments LLC with Adrienne Hang Nguyen as guarantor (I believe that Ms. Nguyen is Ms. Ly’s daughter) t0 finance the entire purchase price; and copies 0f mechanic’s lien releases. Ms. Ly was copied 0n the email. A true and correct copy 0f Mr. Higdon’s email is attached hereto as1M V. 10263083 8 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS ©WQQUIhbJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 40. Mr. Higdon’s June 14, 2021 email, which included Ms. Ly, was further acknowledgement from Mr. Higdon and Ms. Ly that RP20 91 Montague and ADNH did not have a valid contract, and that RP20 91 Montague had entered into a contract for the purchase and sale 0f the Property with a different buyer. 41. Mr. Robinson forwarded Mr. Higdon’s June 14, 2021 email t0 me, and I responded to Mr. Higdon, copying Ms. Ly, 0n June 15, 2021. In my response, I reiterated that RP20 91 Montague’s position regarding Ms. Ly’s backup offer had not changed. See id. I again stated that RP20 91 Montague was not accepting backup offers from any 0f the multiple parties that had contacted it with backup offers knowing it had already executed an agreement with a buyer for the sale 0f the Property. Id. 42. RP20 91 Montague had reached an agreement with a bona fide purchaser t0 sell the Property for $9,500,000.00. A true and correct copy 0f this purchase agreement is attached as Exhibit W. 43. Neither Ms. Ly nor Mr. Higdon contested that RP20 91 Montague was not under contract with ADNH. In fact, Mr. Higdon again acknowledged that ADNH was not under contract with RP20-91 Montague and that RP20 91 Montague was under contract with a different buyer when he responded t0 my June 15, 2021 email by stating, “Just know that we’re able t0 close should the current contract cancel for any reason.” See EX. V (emphasis added). 44. On July 22, 2021, ADNH and Ms. Ly filed the instant action in the Superior Court of California, in the County 0f Santa Clara, seeking specific performance 0f the purported contract for the Property signed by Ms. Ly in December 2020 and attached t0 the Complaint as Exhibit B. On September 2, 2021, plaintiffs recorded a lis pendens with respect t0 this lawsuit. At n0 time prior t0 defendants’ filing 0f its Demurrer t0 the lawsuit did plaintiffs serve defendants with the lawsuit. 45. On October 8, 2021, RP20 91 Montague’s agreement t0 sell the Property t0 a third- party buyer fell through as a result 0f the cloud 0n the Property’s title due t0 the lis pendens. 10263083 9 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS @QQGMfiMNI-t NNNNNNNNNH HH 46. On January 3, 2022, RP20 91 Montague received a property tax bill fiom the County of Santa Clara for the 2021-2022 fiscal year. RPZO 91 Montague must pay $132,199.50 in property taxes. A true and correct copy of this bill is attached hereto as Exhibit X. I declare under penalty ofpeljury under the laws of the State of California that the foregoing is true and correct. Executed on this {Q‘rfi day ofJanuary, 2022, in Sandy, Utah. Mariory Taylor 10263083 1 0 DECLARATION OF MARJORY TAYLOR IN SUPPORT OF DEFENDANTS’ MOTION TO EXPUNGE LIS PENDENS EXHIBIT A Secured Promissory Note Loan Date: January 7,2019$300,000 Maturity Date: July 7,201912% For value received, Ν^ετυ-Ν^ Homes LLC, a California limited liability company ( “Borrower”), hereby promises to pay to Founders Group LLC, a Delaware limited liability company, and its successors and assigns (“Lender”), the principal sum of Three Hundred Thousand Dollars and No Cents ($300,000) (the "Loan"), and all otlier amounts owed by Borrower to Lender hereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. Loan Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified ftom time to time, the “Loan Agreement”), made and entered into by Borrower', each of the Lenders from time to time party thereto, and REEF-PCG LLC, a LJtah limited liability company, as Ageirt for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to tire benefits thereof and is subject to all ternrs, provisions and conditions thereof. Any capitalized term used but not defined in this Note shall have the meaniirg ascribed to such term in the Loan Agreement. 2. Events of Default. Upon the occurrence of any one or irrore Events of Default (defined in the Loan Agreement), all anrottnts then remaiiring unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or' notices or demairds of any kind, all of which are expressly waived by Borrower. 3. CollateralDgcuments. This Note is secured by and entitled to the benefits of the Collateral Docunrents. Reference is hereby made to the Loan Agr'eement and the Collater'al Documents for the provisions, among others, with respect to the custody and application of tire Collateral, the nature aird extent of the security provided thereunder, the rights, duties arrd obligatiorrs of Borrower and tire rights of the holder of tlris Note. 4. Late Fees. If Borrower fails to pay any paymerrt described Irerein, or other applicable fees arrd costs due and payable. Borrower shall pay a late charge of ten percent of suclr amount inrmediately. Tire “late charge" is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated witlr this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the shoit-ternr commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) Irereunder, wlrether authorized herein or by law. Borrower therefore agrees that a sum equal to ten percent (10.00%) of eaclr such amount whiclr becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution of this Note, it has received prior notice of Lenders' right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no furthei- or additional notice shall be required by Borrower as a condition to Lender's right to collect any such charge in the event Borrower- fails to make a timely payment hereunder. 5. Payments. The principal amourrt hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defi tred in the Loan Agreenrent), unless otherwise agreed to in writing or otherwise t'etjuired by applicable law, payments will be applied first to accrued, unpaid interest, tiren to principal, and any remaining amount to any unpaid collection costs, late charges atrd other charges. Upon the occtrrretrce of any Event of Default, Lender reserves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. BoiTOwer further agrees to pay, in lawful nroney of the United $ ta tes of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal anrount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreement, and Borrower- agrees to pay other fees and costs as stated rn the Loan Agreement at tire times specified in, and otlrerwise in accordance with, the Loan Agreement. a. b. January?, 2019Note - Page 1 of 4Note-91 Montague Expressway c. payments hereunder shal^ be made by Borrower at the times specified ؛n, and otherwise ئ accordance with, the Loan Agreement, inc!ud؛ng, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate, d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder’s Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of tlie Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, tlie provision of tlie Loan Agreement sliall control. 7. Govern^G Law. This Note shall be governed by, and construed under, tlie internal laws of the State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of tills Note may be amended and the observance of any term of tills Note may be waived (either generally or in a particular instance and eithei' retroactively or prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations liereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enfol'ce its remedies hereunder 01' undei' the Loan Documents. No provisions of this Note may be changed, discharged, tei'minated, or waived except in a writing signed by tlie party against wliom enforcement of the cliange, discliarge, termination, or waiver is sought. No failure on the part of the Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs, Bonower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney’s fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enforce the provisions hereof including, without limitation, all such costs and expenses incuned in connection with any banki'uptcy, receivei'ship, or other coui't proceedings (whethei' at the trial or appellate level). 12. Notice or Demand. Borrower hei'eby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically pi'ovided for in this Note) and expressly agrees that, without any way affecting the liability of Borrower, Holder may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance with Usury Laws. It is the intent of Borrower and Holder and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which sliall override and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or other-wise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount”). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction sliall be subject to tire provisions of this Section and suclr document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder- sliall ever receive anything of value that is characterized as interest under applicable law and that would apart from this provision be in excess of tire МахГтигл Amount, an amount equal to the amount tlrat would have been excessive interest shall, Without penalty, be applied to the reduction of the principal amount owing on the Loan in tire inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January?, 2019Note - Page 2 of 4Note-91 Montague Expressway Ai interest paid or agreed to be paid to Holder sliall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law” shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow tlie greater irrterest, as such laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accordance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to IURY trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of tlie security and risk of default and, thereby, has a^-eed to lend Borrower the principal sum set forth above. Except as otlierwise might be provided in the Loan Agreement for any "Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membei'ship interest in 01' any change in any manager of Borrower which is not a Permitted Ti'ansfer shall constitute a breach hei'eof. Any ti'ansaction in violation of the above restrictions shall cause the then outstanding principal balance and interest tliei'eon and other sums secured by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness WI-IEREOF, Borrower has executed this Promissory Note effective as of the date fii'st above written. [Signatures contained on thefollowing page] 1апиагу7,2019Note - Page 3 of 4Note-91 Montague Expressway Borrower: “Borrower” Νινετυ-Νινε Homes LLC, a California limited liability company Signature:á؛^1^؛lřf EIN: Address: 2186 Paseo Del Oro San Jose, California 95124 *،بذيان Acknowledgement STATEOF Cùììibrnìùi COUNTY OF nil ) On the ; เ day of '^anmỊNinety-Nine Homes -ily known to me or proved to me on the basis of satisfactory evidence to be the individual(^ whose same in his./their capacity, which the individual(^ acted. County in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of name-are s۶scribed 0؛ tlie within instrument and acknowledged to me that hej.they executed theand that by his؛٥ t؛eir signatures On ؛the instrument, the individual^, or the persons upon behalf of executed the instrument, and tliat such individual made such appearanCe before the undersigned in the State of of . Л Nota] (SEAL) My commission expires: مه GONZALEZ-VELARDE!. Notary Public - California Alameda County ج اCommissio^؛ 2162984 ؛ January?, 2019Note-Page 4 of 4Note-91 Montague Expressway Secured Promissory Note Loan Date: January 7,2019$75,000 Matority Date: July?, 201912% For value received, Νινετυ-Ν^ε Homes LLC, a California limited liability company ( “Borrower"), hereby promises to pay to John P. Hurwitz and Courtney a. Hurwitz, as Co-Trustees of ΤΙ-ΙΕ John P. HURwrrz AND Courtney a. Hurwitz 2014 Family Trust, dated May 14, 2014, and its successors and assigns (“Lender”), the principal sum of Seventy Five Thousand Dollars and No Cents ($75,000) (the “Loan”), and all other amounts owed by Borrower to Lender hereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. Loan Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2٥19 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the "Loan Agreement”), made and entered into by Borrowei', each of the Lenders from time to time party thereto, and REEF-PCG LLC, a LJtah limited liability company, as Agent for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Any capitalized term used but not defined in this Note shall have the meaning ascribed to such term in the Loan Agreement. 2. Events ٥F Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, pi'otest or notice of nonpayment or dishonor, or notices 01' demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collateral Documents for the provisions, among others, with respect to the custody and application of tire Collateral, tire nature aird extent of the security provided thereunder, the rights, duties and obligations of Borrower and tire rights of the holder of tlris Note. 4. Late Fees. If Bon'ower fails to pay any payment described Irereiir, or 0tirer applicable fees and costs due and payable. Borrower shall pay a late charge of ten percent of suclr amount immediately. The "late charge" is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the shoi't-ternr commercial nature of the debt. This charge shall be in addition to, and not iir lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hereunder, wliether authorized herein or by law. Boi'rower therefore a^ees that a sum equal to ten percent (10.00%) of each such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution of this Note, it has received prior notice of Lenders' right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereaftei' be in effect), and that no fulthei' or additional notice shall be required by Boi'rower as a condition to Lender's riglit to collect any sucli charge iir tire event Borrower' fails to make a timely payment hereuirder. 5. Payments. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defined in the Loan Agreement), unless otherwise agreed to in writing or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to principal, and any remaining amount to any unpaid collection costs, late charges and other charges. Upon tire occurrence of any Event of Default, Lender r'eserves the right to apply payments against principal, irrterest, late charges, collectiorr costs and other charges at Lender's sole discretion. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amourrt hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of inter'est and at the times set forth in the Loan Agreement, and Borrower agrees to pay other fees and costs as stated in the L-oan Agreement at tire times specified in, and otherwise in accordance with, the Loan Agreement. a. b. January?, 2019Note - Page 1 of 4Note-91 Montague Expresswaj, c. All payments hereunder sha^l be made by Bonower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the tei'ms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. d. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agi'eement) are secured, without limitation, by that cei'tain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of the Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of this Note, the provision of tire Loan Agreement shall control. 7. Governing Law. Tills Note shall be governed by, and construed under, tlie internal laws of die State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of this Note may be amended and the ob.servance of any term of this Note may be waived (either generally or in a particular instance and eitlier retroactively or prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waivei' effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations liereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hereunder or undei' the Loan Documents. No provisions of this Note may be changed, discharged, terminated, or waived except in a writing signed by tlie party against whom enforcement of the change, discliarge, termination, or waiver is sought. No failure on the part of the Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If tills Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enforce the provisions hereof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivei'ship, 01' othei' court pi'oceedings (whether at the trial or appellate level). 12. Notice or Demand. Bonowei' hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly agrees tliat, witliout any way affecting the liability of Borrower, Holder may extend any maturity date or lire time foi' payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Cgmpliance with Usury Laws. It is the intent ol' Borrower and Holder and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall override and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other L-oan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the “Maximum Amount"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to tlie provisions of this Section and sucli document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder shall ever receive anything of value that is characterized as interest under applicable law and that would apart from this provision be in excess of tlie Maximum Amount, an amount equal to the amount that would have been excessive interest shall, witliout penalty, be applied to the reduction of the principal amount owing on the L-oan in the inverse order of its maturity and not to the payment of interest, or refunded to Boi'rower or the othei' payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January 7, 2019Note-Page 2 of 4Note-91 Montague Expresswaj, All interest paid or agreed to be paid to Holder shall, to the extent pei'mitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law” shall mean the laws of the State of California OJ' the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accordance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby Irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of the security and risk of default and, tliereby, has agreed to lend Borrower the principal sum set forth above. Except as otlierwise might be provided in tire Loan Agreement for any “Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any manager of Borrower which is not a Pei'mitted Transfer shall constitute a breach hereof. Any transaction in violation of the above I'estrictions shall cause the then outstanding principal balance and interest thereon and other' sums secured by said Deed of Trust, at tire option of Lender, to immediately become due and payable. In witness whereof. Borrower- has executed this Promissory Note effective as of the date first above written. ^Signatures contained on the following pageA January?, 2019Note - Page 3 of 4Note-91 Montague Expressway Borrower^ "Borrower” Νινετυ-Ν^ Homes LLC, a California limited liability company mpxf]Signature^ ۶ By Mary Tuyet Ly, its ^an^feer EIN: Address: 2186 Paseo Del Oro San Jose, California 95124 *** Acknowledgement STATE OF ШУЬУГПУЙ COUNTY } ذن ύαηΐ[¡ in the year 20İ9 before me, the undersigned, ؟ersonally appeared Mary Tuyet Ly, Manager ofNInety-Nine Homes LLC, persờíially known to me or proved to on the basiSOf satisfactory evidence to be the individual۶'whose пате^Уаге s٥ribed to the within instrument and ackrrowledged to me tlrat he/؛٠rey executed tire same in hisệ/their capacity, executed the instrument, and that such individual nrade such appearance before tire undersigned in the State of Cauevirniùx County of . On tire day of : [٧ή~ Not-٥٨ (SEAL) My commission expires: เ1I January 7, 2019Note-Page 4 of 4Note-91 Montague Expressway Secured Promissory Note 525,00٥ Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value recetzed, Ννετυ-Ν^ Homes LLC, a California limited liability company ( “Borrower"), hereby promises to pay to Robert Lee Lathen and Rebecca Ann !,ATHEN, AS Co-Trustees of the Robert Lee Lathen and Rebecca Ann Lathen Revocable Trust dated June 13,2012, and its successors and assigns ("!,ender’’), tire principal sum of Twenty Five Thousand Dollars and No Cents ($25,000) (the “Loan”), and all other amounts owed by Borrower to Lender hereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much tliereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. Loan Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, SLipplemented, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrowei', each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for the benefit of the Lenders. Tills Note evidences a Loan made by Lender under tlie Loan Agreement, and is entitled to the benefits thereof and is subject to all terms, provisions and conditions tliereof. Any capitalized term used but not defined in this Note sliall have the meaning ascribed to such term in the Loan Agreement. 2, Events of Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collatei'al Documents for the provisions, among others, with respect to the custody and application of tlie Collateral, the nature and extent of tlie security provided thereundei', tlie rights, duties and obligations of Borro wei' and the riglits ol'the liolder ol’ tills Note. 4. Late Fees. If Borrower fails to pay any payment described herein, or other applicable fees and costs due and payable. Borrower sliall pay a late charge of ten percent ofsucli amount immediately. Tlie "late charge” is imposed for the purpose of defraying the expenses 0!’Holder incident to handling sucli delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan 11’ Borrower fails to pay as agreed to herein, are signi'ficantly increased due to the short-term commercial nature of the debt. This cliarge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hereunder, wliether authorized hei'ein or by law. Borrower therefore agrees that a sum equal to ten percent (10.0٥%) of each such amount wliich becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution of tills Note, it has received prior notice of Lenders’ right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no further or additional notice shall be I'equired by Borrower as a condition to Lender's riglit to collect any sucli charge in tlie event Borrower fails to make a timely payment hereunder. 5. Payments. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount maybe prepaid solely in accordance with the Loan Agreement. Prior to the оссип'епсе of an “Event of Default” (as defined in llie Loan Agreement), unless ollierwise agreed to in writing or othei'wise requil'ed by applicable law, payments will be applied first to accrued, unpaid interest, tlien to principal, and any remaining amount to any unpaid collection costs, late charges and otlier charges. Upon llie occurrence of any Event of Default, Lender reserves the right to apply payments against principal, interest, late charges, collection costs and othei' charges at Lender’s sole discretion. Borrower I’urther agrees to pay, in lawful money of the United $tates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agi'eement, and Borrower agrees to pay other fees and costs as stated in the Loan Agreement at the limes .specified in, and olliei'wise in accoi'dance with, the Loan Agreement. a. b. January?, 2019Note-Page lol'4Note-91 Montague Expressway c. All payments liereunder shall be made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. . Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of tlie Maturity Date of tills Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, tlie provision of tlie L-oan Agreement sliall control. 7. Governing Law. This Note shall be governed by, and construed under, the internal laws of the State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and eitlier retroactively or prospectively), only with tlie written consent of Borrower and L-ender. Any amendment or waiver effected in accordance witli this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations hereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the riglit to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. LJpon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hei'eundei' or under' the Loan Documents. No provisions of this Note may be changed, discharged, terminated, or waived except in a writing signed by the party against whom enforcement of the cliange, discharge, termination, or waiver is sought. No failure on the part of the Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If this Note is not paid when due upon matul'ity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enforce the provisions hereof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivei'ship, 01' other court pi'oceedings (whethei' at the ü'ial or appellate level). 12. Notice or Demand. Bortower hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided foi' in tills Note) and expt'essly agrees tliat, without any way affecting tlie liability of Borrower, Holder may extend any maturity date or tlie time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance WITH Usury Laws. It is the intent of Borrower and Holder and all other parties to the L-oan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall ovei'ride and control all such agreements, whethei' now existing or hei'eafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the “Maximum Amount"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any sucli construction shall be subject to tlie provisions of tills Section and such document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder' shall ever receive anything of value that is characterized as intei'est under applicable law and that would apart from this provision be in excess of tlie Maximum Amount, an amount equal to the amount that would have been excessive interest shall, witliout penalty, be applied to the reduction of the principal amount owing on tlie Loan in tlie inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January?, 2019Note - Page 2 of 4Note-91 Montague Expressway All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law” shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as sucli laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balairce of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 15. Dispute Resulution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver ٥F RIGHT TO JURY TRIAL. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto In any action, proceeding or counterclaim arising out of or relating to tills Note. 17. DLIE-ON SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covei'ed by the Deed of Ti'ust which secui'es this Note is the basis upon which Lender has determined that it is pi'otected against impairment of the security and risk of default and, tliereby, has agreed to lend Borrower the principal sum set forth above. Except as otlierwise might be provided in the Loan Agreement for any “Permitted Transfer” (as defined in tlie Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any managet- of Boirower which is not a Permitted Transfer shall constitute a breach hereof. Any ti'ansaction in violation of the above I'estrictions shall cause the then outstanding principal balance and interest thereon and other sums secured by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness WHEREOF, Borrowei' has executed this Promissory Note effective as of the date first above written. ^Signatures contained on the؛ollowlng pageA January 7. 2015Note - Page 3 of 4Note-51 Montague Expressway Borrowers “Borrower” Νινετυ-Νινε Homes LLC, a California limited liability company Signatnre:á^؛ei%_!^nKto EIN: Address: 2186 Paseo Del ٥ro San Jose, California 95124 Acknowledgement STATE OFهلألئئه COUNTY OFئظجعظلائذ ) On the % s> day of لآلظئذNinety-Nine Homes -¡ly known to me or proved to me on the basis of satisfactory evidence to be the individual(٣hose name^٠are subscribed 0؛ tlie within instrument aird acknowledged to me that he.they executed the same in his.their capacity,and that hy liis.their signaturi Gnthe instrument,١he individual^, or the persons upon behalf of whichإthe؛ind؟viduذة actCd, ح . County in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of executed the instrunrent, and that such individual made sucli appearance bel'ore tlie undersigned in the State 0 of Sahk Clc\rą . - (SEAL) /،า Л/íợMy commission expires: - Alameda County Commission My Comm. Fxoires Aug 1|9,|20201 1 ا؛ f January?, 2019Note - Page 4 of 4Note-91 Montague Expressway Secured Promissory Note 5100,000 Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value received, Ninety-Nine Homes LLC, a California limited liability company ( “Borrower”), liereby promises to pay to Andre M. Lortz and Cara 1. Lortz, Trustees of ΤΙ-1Ε LORTZ Asset Protection Trust dated March 3,2017, and its successors and assigns (“Lender”), tlie principal sum of One Hundred Tliousand Dollars and No Cents (5100,000) (the “Loan”), and all other amounts owed by Borrower to Lender hereunder pursuant to that ceitain Loan Agreement, in lawful money of the LJnited States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. L٥AN Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the “Loan Agreement”), made and enter'ed into by Bori'ower, each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for lire benefit of tire Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is e irti lied to tire benefits thereof and is subject to all ternrs, provisions and conditions tlrereof. Any capitalized term used but not defined in this Note shall have the meaning ascribed to such term in the Loan Agreement. 2. Events of Default. Upon the occurrence of any one or nrore Events of Default (defined in tire Loan Agreement), all anrounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, 01' notices or demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to tlie Loan Agreement and the Collatei'al Documents foi' the provisions, among others, with I'espect to the custody and application of tlie Collateral, the nature and extent of tlie security provided ther'eunder', the r'iglits, duties and obligations of Borrower and tire rights of the holder of this Note. 4. Late Fees. If Borr'ower fails to pay a try payment described liei'ein, or otlier applicable fees and costs due and payable. Borrower sliall pay a late charge of ten percent of sucli amount immediately. Tire “late charge” is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the short-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hei'eundei', whether authorized herein or by law. Bori'ower therefore a^-ees that a sum equal to ten percent (10.00%) of eacli such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution O'fthls Note, it has received prior notice of Lenders' right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code Section 2954.5 (as such section or any successor section may now 01' hereafter be in effect), and that no further or additional notice shall be I'equired by Boi'rower as a condition to Lender's right to collect any such charge in the event BoiTOwer fails to make a timely payment hereunder. 5. Payments. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defined in the Loan Agreement), unless otlierwise agreed to in writing or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, tlien to principal, and any remaining amount to any unpaid collection costs, late charges and other cliarges. Upon tlie occurrence of any Event of Default, Lender reserves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. Borrower further agrees to pay, in lawful money ol' the LJniled Slates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of intei'est and at the times set forth in the Loan Agreement, and Borrower agrees to pay other fees and costs as stated in the L-oan Agreement at the times specified in, and otlierwise in accordance with, the Loan Agreement. a. b. January 7, 209اNole - Page ا of 4Note-91 Montague Expressway c. All payments hereunder shall be made by Bono wer at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. Borrowei- agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. d. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2٥19 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of the Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, the provision of the Loan Agreement sliall control. 7. CovERN^G Law. This Note shall be governed by, and construed under, tlie internal laws of tlie State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of this Note may be amended and tlie observance of any term of tills Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Borrower and Lender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations liereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights 01' obligations hereunder or any interest herein without the prior written consent of the other pai'ty. 10. Acceleration. LJpon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enfot'ce its remedies hereunder or undei' the Loan Documents. No provisions of this Note may be changed, discharged, terminated, 01' waived except in a writing signed by the pai'ty against wliom enforcement of the cliange, discliarge, termination, or waiver is sought. No failure on the part of tlie Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Dther Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney’s fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enfoi'ce the pi'ovisions hei'eof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivership, or other court proceedings (whethei' at the trial or appellate level). 12. Notice or Demand. Borrower hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to pi'otest, notice of intent to accelei'ate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly a^;ees that, without any way affecting the liability of Borrower, Holder may extend any maturity date or tlte time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Cgmpliance with Usury Laws. It is the intent of Borrower and Holder and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Bono wer (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall ovei'ride and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or othei'wise, exceed the maximum nonusui'ious amount permitted by applicable law (the “Maximum Amount”). If, from any possible construction of any document, intei'est would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holdei' shall ever receive anything of value that is characterized as interest undei' applicable law and that would apart from this provision be in excess of the Maximum Amount, an amount equal to tlie amount tliat would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan in the inverse order of its maturity and not to the payment of interest, or refunded to Borrowei' or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January 7. 2019Note - Page 2 of 4Note-91 Montague Expressway All interest paid or agi'eed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law" shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow tlie greater interest, as such laws now exist or may be changed or amended or come into effect in the future. 14. Sever٨BILITY. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall he enfoi'ceable in accoi'dance with its terms. 15. Dispute Resolutiun. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right T٥ jury trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and opei'ating the real property covei'ed by the Deed of Ti'ust which secui'es this Note is the basis upon which Lender has determined that it is pi'otected against impail'ment of the security and risk of default and, thereby, has agreed to lend Borrower the principal sum set forth above. Except as other'wise miglit be provided in the Loan Agreement for any "Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real propei'ty shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any manager of Borrower which is not a Permitted Transfer shall constitute a breach hereof. Any transaction in violation of the above restrictions shall cause the then outstanding principal balance and interest tliereon and other sums secured by said Deed of Trust, at tire option of Lender, to immediately become due and payable. In witness wheregf. Borrower has executed this Promissory Note effective as of the date first above written. ^Signatures contahred on theiollowing pageA January?, 2019Note - Page 3 of 4Note-91 Montague Expressway Borrower: “Borrower” Νιτγ-Νι Homes LLC, a California limited liability company ■Signa„ire,٠:-ẠAyV By Mary Tuyet Ly, its Manager EIN: *** Address; 2186 Paseo Del ٥ro San lose, California 95124 Γ Acknowledgement STATE OF ừ^llừrnÍổị } COUNTY OF } day of ч|аи Ninety-Nine Homes LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual^ whose irame(٠are subscribed to the within instrument and acknowledged to me that lie.they executed the same in his.dreir capacity, and tlial by his#/theú■ signatures on tlie instrument, the individual^), or the persons upon behalf of which the individual^ acted, executed the instrument, and that such individual made sucli appearance before tlie undersigned in tlie State of a//f?.//^/¿4. County οΐ เ0ท^ ClClVtA ■ On the in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of (SEAL) ฯ ỉ ή 20ZŐMy Commission expires: l - January?, 2019Note - Page 4 of 4Note-91 Montague Expressway Secured Promissory Note 575,000 Loan Date: January 7,2019 12% Maturity Date; July 7,2019 For value regeid, Ν^ετυ-Ν^ Homes LLC, a California limited liability company ( "Borrower”), hereby promises to pay to Stephen L. Nordstrom, and Ills successors and assigns (“Lender”), the principal sum of Seventy Five Thousand Dollars and No Cents (575,000) (the “Loan”), and all other amounts owed by Borrower to Lender liereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1 L٥AN Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemeirted, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrower', each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agr'eement, and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Any capitalized term used but not defined in tlris Note shall have the meaning ascribed to sucli term in the Loan Agreenrent. Events of Default. LJpon the occurrence of any one or- more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or' notices or demands of any kind, all of which are expressly waived by Borrower. 2. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the natur'e and extent of the security pi'ovided thereunder, the rights, duties and obligations of Borrower and tire rights of the Irolder of tlris Note. 3 Late Fees. If Bort'ower fails to pay any payment described herein, or other applicable fees and costs due and payable. Borrower shall pay a late charge of ten percerrt of such amourrt immediately. The “late charge” is imposed for' the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the short-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hei'eunder, whether authorized hei'ein 01' by law. Borrower therefore agrees that a sum equal to ten pei'cent (10.00%) of each such amount which becomes delinquent is a I'easonable estimate of said damages to Lender. Borrower acknowledges and agrees tliat by its execution of' this Note, it lias received prior notice of Lenders’ right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code Section 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no further or additional notice shall be I'equired by BoiTOwer as a condition to Lender’s right to collect any such chai'ge in the event Borrower fails to make a timely payment hereunder. 4. 5 Payments. The pi'incipal amount hereof is payable in accordance with the Loan Agi'eement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defined in the L-oan Agi'eement), unless othei'wise agi'eed to in writing or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, then to principal, and any remaining amount to any unpaid collection costs, late cliarges and other charges. Upon the occurrence of any Event of Default, Lender reserves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. Borrower further agrees to pay, in lawful money of the United States of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreement, and Bori'ower agrees to pay other fees and costs as stated in the Loan Agreement at the times specified in, and otherwise in accoi'dance with, the Loan Agreement. a. b. January 7, 2019Note-91 Montague Expressway Note - Page 1 of 4 c. AU payments hereunder إكهة be made by Bonower at the times specified in, and otherwise In accordance with, the Loan Agreement, Including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in connection with the interpretation or enforcement of this Note, at tire times specified in, and otherwise in accordance with, the Loan Agreement. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agi'eement. The Loan Agreement aird the Deed of Trust contain provisions for the acceleration of lire Maturity Date of tills Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, tlie provision of the L-oan Agreement shall control. Governing Law. Tills Note shall be governed by, and construed under, die intei'nal laws of the State of California, without reference to conflicts of laws rules tliereof. 7 8. Amendment. Any terra of tills Note may be amended and the observance of any term of tills Note may be waived (eitlier generally or in a particular instance and eitlier retroactively 01' prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waiver effected in accoi'dance willi tills Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including llie rights and obligations hereunder shall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall liave the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hereundei' or under the Loan Documents. No provisions of this Note may be changed, discharged, terminated, 01' waived except in a Wl'iting signed by the pai'ty against wliom enforcement of the cliange, discharge, termination, or waiver is sought. No failure on tlie part of tlie Holder to exercise and no delay of Holder in exercising any right or remedy undei' tills Note or under the law sliall operate as a waiver thereof. 11. Attorney’s Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is bi'ought to enforce the provisions hei'eof including, without limitation, all such costs and expenses incuiTed in connection with any banki'uptcy, receivership, 01' other coui't proceedings (whethei' at the trial 01' appellate level). 12. Notice or Demand. Bonower liei'eby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelei'ate, notice of accelei'ation, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expi'essly agrees tliat, witliout any way affecting the liability of Borrower, Holder may extend any maturity date or lire time for payment of any installment due hereunder, otlierwise modify this Note, accept additional secuilty, release any person liable, and release any security or guaranty. 13. Compliance with Usury Laws. It is the intent of Bortowei' and Holder and all other parties to tlie Loan Documents to conform to and contract in strict compliance with applicable usury law 1'rom time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall override and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or othei'wise, exceed the maximum nonusul'ious amount pei'mitted by applicable law (the “Maximum Amount”). If, from any possible construction of any document, interest would otlierwise be payable in excess of the Maximum Amount, any sucli construction sliall be subject to the provisions of tills Section and sucli document sliall ipso facto be automatically reformed and tlie interest payable shall be automatically reduced to the Maximum Amount, without tlie necessity of execution of any amendment or new document. If Holder shall evei' receive anything of value that is characterized as interest under' applicable law and that would apart fi'om this provision be in excess of the Maximum Amount, an amount equal to lime amount that would have been excessive interest shall, witliout penalty, be applied to the reduction of the principal amount owing on the Loan in tlie inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January 7, 2019Noie - Page 2 of 4Note-91 Montague Expressway Ai Interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law” shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever' laws allow tire greater interest, as such laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of tills Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accordance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to IURY trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto In any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and opei'ating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of the security and risk of default and, thereby, has agreed to lend Bonower the principal sum set forth above. Except as otherwise mi gilt be provided in the Loan Agreement for any “Permitted Ti'ansfer” (as defined in the Loan Agreement), Borrower agrees hat said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan A^eement) of any membership intei'est in 01' any change in any manager of Borrower which is not a Permitted Transfer shall constitute a breach hei'eof. Any transaction in violation of the above I'estrictions shall cause the then outstanding principal balance and interest thei'eon and other sums secui'ed by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness whereof. Borrower has executed this Promissory Note effective as of the date fil'st above Wl'itten. ؟Signatures contained on the following page؟ January?, 2015Note - Page 3 of 4Note-91 Montague Expressway Borrower^ “Borrower” Ν^ΤΥ-Ν^ Homes LLC, a California limited liability company By Mary τ-ger EIN: *** Address: 2186 Paseo Del ٥ro San lose, California 95124 Acknowledgement STATE OF CaWfùfYììùì COUNTY OF ئغلكفنلقي } On the 2ร day of \^C^กVaฯ in the year 2019 before me, the undersigned, ؟ersonally appeared Mary Tuye؛ Ly, Manager ofNinety-Nine Homes LLC, personally knoWn to me or proved to me on the basiS of^atisfactory evidence to be the individuali^whose irame-ai)e subscribed to the within instrument and acknowledged to me that he^^they executed tire same in hi./tlreir capacity) and that by hisf^theii- signatures on tlie instrument, the individuals^, or the persons upon behalf of which the individualit acted, executed the instrument, and that sucli individual made such appearance before tlie undersigned in the State 0 of س(ه!٧ . } L, County rلعط Λ iblicNota] (SEAL) My commission expires: تذاال؟;تةةت؟ةهل٠ه; Alameda County بئب г January 7, 2019Note-Page 4 of 4Note-91 Montague Expressway Secured Promisscry Note $60,000 Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value received, Νινετυ-Ν^ Homes LLC, a California limited liability company ( “Borrower”), hereby promises to pay to Keith Douglas Paulsen, and his successors and assigns (“Lender”), llie principal sum of Sixty Thousand Dollat's and No Cents ($60,000) (the “Loan"), and all otlier amounts owed by Borro wei' to Lender liereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. Loan Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrower, each of the Lenders from time to time party thei'eto, and REEF-PCG LLC, a Utah limited liability company, as Agent for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to the benefits thereof and is subject to all terms, provisions and conditions tliereof. Any capitalized term used but not defined in tills Note shall have the meaning ascribed to sucli term in tlie Loan Agreement. 2. Events of Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts tlien remaining unpaid on this Note may, at tlie option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and othei- Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereundei', the rights, duties and obligations of BoiTOwer and tire rights of the holder of tills Note. 4, Late Fees. If Bori'owei' fails to pay any payment described herein, 01' othei' applicable fees and costs due and payable. Borrower sliall pay a late charge of ten percent ofsucli amount immediately. The “late charge” is imposed for tlie purpose of defraying the expenses of Holder incident to handling sucli delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this L-oan if Borrower fails to pay as agreed to herein, are significantly increased due to tlie short-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hereundei', whether authorized herein or by law. Borrower therefore agrees that a sum equal to ten percent (10.00%) of eacli such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution of tills Note, it has received prior notice of L-enders’ right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no further or additional notice shall be required by Borrower as a condition to Lender’s riglit to collect any such chai'ge in tlie event Borrower fails to make a timely payment hereunder. 5. Payments. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an "Event of Default” (as defined in the Loan Agt'eement), unless otherwise agi'eed to in writing or othei'wise required by applicable law, payments will be applied first to accrued, unpaid interest, tiren to principal, and any remaining amount to any unpaid collection costs, late clrarges and other charges. Upon the occurrence of any Event of Default, Lender reserves tire riglrt to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. a. Borrower further agrees to pay, in lawful money of the LInited Btates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whetlrer at stated maturity, by acceleration or otherwise) at the rates of intei'est and at the tinres set fol'th in the Loan Agi'eement, and Boi'rowei' agi'ees to pay other fees and costs as stated in the Loan Agreement at the times specified in, and othei'wise in accoi'dance with, the Loan Agreenrent. b. Note-91 Montague Expressway January?, 2019Note - Page 1 of 4 AII payments hereunder shall be made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. c. d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secur'ed, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recor'ded in the Santa Clara County Recorder’s Office as more fully desci'ibed in the Loan Agi'eement. The Loan Agreement and the Deed of Trust contain pr'ovisions for the acceleration of the Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, the provision of tlie Loan Agreement shall control. 7. Governing Law. This Note shall be governed by, and constr'ued under, tire internal laws of tlie State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and eitlier retroactively or prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waiver effected in accoi'dance witli this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. Tills Note including tlie rights and obligations hereunder shall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hei'eunder 01' undei' the Loan Documents. No provisions of this Note may be clianged, discharged, terminated, or waived except in a Wl'iting signed by the party against wliom enforcement of the cliange, discliarge, termination, or waiver is sought. No failure on the part of tlie Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall opei'ate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default OCCUI'S, Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enforce the provisions hei'eof including, without limitation, all such costs and expenses incuned in connection with any bankruptcy, receivei'ship, 01' other couit proceedings (whether at the tilal or appellate level). 12. Notice or Demand. Borrower hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly agrees that, without any way affecflng the liability of Borrower, Holder may extend any maturity date or tine time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance WITH Usury Laws. It is the intent of Borrower and Holder and all other parties to tine Loan Documents to conform to and contract in strict compliance witln applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall override and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount”). If, fiom any possible consti'uction of any document, intei'est would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of tills Section and sucli document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holdei' shall ever receive anything of value that is characterized as interest undei' applicable law and that would apart from this provision be in excess of die Maximum Amount, an amount equal to the amount that would have been excessive interest shall, witliout penalty, be applied to the reduction of the principal amount owing on tine Loan in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January 7, 2019Note - Page 2 of 4Note-91 Montague Expressway Interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the fitll stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law" shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as such laws now exist 01' may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accoi'dance with its terms. 15. Dispute Resolutiun. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver ٥F RIGHT TO lURY TRIAL. Borrower, to the fullest extent permitted by applicable law,, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to tills Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of tlie security and risk of default and, thereby, has agreed to lend Borrower the principal sum set forth above. Except as otlierwise miglit be provided in tlie Loan Agreement for any “Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned؛ disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any manager of Boirower which is not a Permitted Transfer shall constitute a bi'each hereof. Any transaction in violation of the above restrictions shall cause the then outstanding principal balance and interest thereon and othei' sums secured by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness wheregf. Borrower lias executed this Promissory Note effective as of the date fil'st above written. VSignatures contained on theiollowlng pa.ge١ January?, 2019Note-91 Montague Expressway Note - Page 3 of 4 BORROW'ER: “Borrower" Νινετυ-Νινε Homes LLC, a California limited liability company MPrivaỷii/]Signature: By Mary Tuyet Ly, its Maiaj EIN: كإءيمح Address: 2186 Paseo Del Oro San Jose, California 95124 Acknowledgement ۶١،STATE OF С،{||{ггпГ ( 0-COUNTY On theيلح day ofلألألآلبئد dence to be the individual·^ whose؛Ninety-Nine Homes LLC, personSlIy known to me or proved to me on the basis of satisfactory ev 0 the within instrument and ackirowledged to me that he/.they executed the same in hls./thelr capacity,؛are subscribed^٥/name iduOl^^ acted,ًذاindإand thathy hĩs/ểi^their signatures On the'instrument, the Individualit or the persOns upon behalf of which the 0 6^1ทสนท0ท^ and that such individual made such appearance before the undersigned in the State؛|exceed/t s in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of -, County «٥- (SEAL) ιη ΐύΐ-όلأعMy Commission expires: I. GONZALEZ.VELARDE Notary Public-Са!1،0٢л1а Alameda County Commission # 2162984 ى20ي9يؤاؤ5يا1ئألي0ئييئ Ị ьк:٥ ل January?, 2019Note-91 Montague Expressway Note-Page 4 of 4 Secured Prdmissory Note $3,490,000 Loan Date: January 7,2019 Maturity Date: July 7,201912% For value receded, Ninety-Nine Homes LLC, a California limited liability company ( "Borrower”), hereby promises to pay to Reef Preferred Holdwgs LLC, a Utah limited liability company, and its successors and assigns (“Lender"), tire principal sum of Three Million Four Hundred Ninety Thousand Dollars and No Cents ($3,490,000) (the “Loan”), and all other amounts owed by Boi'rower to Lender hereunder pui'suant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. L٥AN Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrower, each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to tlie benefits thereof and is subject to all terms, provisions and conditions thereof. Any capitalized term used but not defined in this Note shall have the meaning ascribed to such term in the Loan Agreement. 2. Events of Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest 01' notice of nonpayment or dishonoi', 01' notices or demands of any kind, all of which are expressly waived by Bonower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and tlie Collatei'al Documents foi' the provisions, among others, with I'espect to the custody and application of the Collateral, tlie nature and extent of tlie secul'ity provided thei'eunder, the riglits, duties and obligations of Borrower and tlie rights of the holder of tills Note. 4. Late Fees. If Borrowei' fails to pay any payment descifbed herein, or other applicable fees and costs due and payable. Borrower sliall pay a late charge of ten percent ofsucli amount immediately. The “late charge” is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the shoi't-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (liereinafter defined) liereunder, wliether authorized herein or by law. Borrower therefore a^ees that a sum equal to ten percent (10.00%) of each such amount which becomes delinquent is a reasonable estimate of said damages to Lender. Bonower acknowledges and agrees that by its execution of this Note, it has received prior notice of Lenders’ right to collect any late charge payable hereundei' in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now 01' hereafter be in effect), and that no furthei' or additional notice shall be required by Borrower as a condition to Lender's right to collect any sucli chai'ge in the event Bori'owei' fails to make a timely payment liereunder. 5. Payments. The pi'incipal amount hei'eof is payable in accordance with the Loan Agreement, and such pi'incipal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defined in the Loan Agreement), unless otlierwise agi'eed to in writing 01' othei'wise required by applicable law, payments will be applied first to accrued, unpaid interest, then to principal, and any remaining amount to any unpaid collection costs, late charges and other charges. Upon the occurrence of any Event of Default, Lender resei'ves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. Bono wer furthei' agrees to pay, in lawful money of the United $tates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of intei'est and at the times set forth in the Loan Agreement, and Borrowei' agrees to pay other fees and costs as stated in the Loan A^eement at the times specified in, and othei'wise in accordance with, the Loan Agreement. a. b. January?, 2019Note-91 Montague Expresswaj, Note - Page 1 of 4 c. All payments hereunder shall bs made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of tlte Note, acceleration interest rate. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys' fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. d. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the L-oan Agi'eement) are secured, without limitation, by that cei'tain Deed of Trust, dated January 7, 2019 and recoi'ded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of tlie Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of this Note, tlie provision of the Loan Agreement shall control. 7. Governing Law. This Note shall be governed by, and construed under, tire internal laws of tire State of California, without reference to conflicts of laws rules tlrereof. 8. Amendment. Any term of tlris Note may be ameirded and the observance of any terra of tlris Note may be waived (either generally or in a particular instance and either retr'oactively or prospectively), only with the written consent of Borrower and L-ender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including the rights and obligations hereunder shall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hei'eundei' or under the Loan Documents. No provisions of this Note may be changed, discharged, tei'minated, or waived except in a writing signed by the pai'ty against wliom enforcement of the cliange, discharge, termination, or waiver is sought. No failure on the part of the Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default OCCUI'S, Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enfoi'ce the provisions hei'eof including, without limitation, all such costs and expenses incuired in connection with any bankruptcy, receivership, or other coui't proceedings (whether at the tilal 01' appellate level). 12. Notice or Demand. Borrower hereby waives diligence, demand for payment, presentation foi' payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly agrees tliat, without any way affecting the liability of Borrower, Holder may extend any maturity date or tire time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance with Usury Laws. It is the intent of Borrower and Holder and all other parties to tire Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall override and control all such agreements, whether- now existing or hereafter rising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or otlrerwise, exceed the maximum nonusutlous amount permitted by applicable law (the “Maximum Amount”). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximunr Amount, any sucli construction sliall be subject to the provisions of this Section and sucli document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holdei' shall evei' I'eceive anything of value that is chai'acterized as intei'est undei' applicable law and that would apart from this provision be in excess of tire Maximum Amount, an amount equal to tlie amount tliat would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan in tlie inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. 1апиагу7,2015Note - Page 2 of 4Note-91 Montague Expressway All interest paid ot agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law” shall mean the laws of the State of California or the federal laws of the United States applicable to tills transaction, whichever laws allow tlie greater inter'est, as such laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note ar'e held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby Irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is pi'otected against impaii'ment of tire security and risk of default and, tliereby, lias agreed to lend Bon'ower the principal sum set fortli above. Except as otlierwise raiglit be provided in the Loan Agreement for any “Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any managei' of BojTOwer which is not a Permitted Ti'ansfei' shall constitute a bt'each hei'eof. Any transaction in violation of the above I'estrictions shall cause the then outstanding principal balance and interest tliereon and olhei' sums secui'ed by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness whereof. Borrower' lias executed this Promissory Note effective as of the date first above written. ؟Signatures contained on theiollowlng page؟ January?, 2019Note - Page 3 of 4Note-9ỉ Montague Expressway Borrower: “Borrower” Νιτγ-Νι Homes LLC, a California limited liability company у/ Signaturế: ا By Mary Tuyet Ly, its Manger EIN: Address: 2186 Paseo Del ٥ro San Jose, California 95124 *** Acknowedgement STATE OF COUNTY OF } the 2Í day of bAỊ ln the year 2019 before me, the undersigned, ؟ersonally appeared Mary Tuye؛ Ly, Manager ofNinety-Nine Homes LLC, perso^^y known to me or piOved to e опУье basiSof satisfactory evidence to be the individual^'whose пат^٠Уаге subscribed to the within instrument and acloiowledged to me that he.tliey executed the same in his^ftheir capacity, and that by Iris.their signatures on tlie instrument, the individua^^^ or the persons upon behalf of which the ؛ndividpal^ acted. County On executed the instrument, and that sucli individual made sucli appearance before the undersigned in tlie State 0 of . - My commission expires: غ (SEAL) feiاا January?, 2015Nole-Page 4 of 4Note-51 Montague Expressway Secured Promissory Note $30)000 Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value received, Ν^ετυ-Ν^ Homes LLC, a California limited liability company ( “Borrower”), hei'eby promises to pay to Rooster Coop LLC, a Utah limited liability company, and its successors and assigns (“Lender”), the principal sum of Thirty Tliousand Dollars and No Cents ($30,000) (the “Loan"), and all other amounts owed by Borrower to Lender hereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. L٥AN Agreement. Tills Note is one of the "Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the "Loan Agreement”), made and entered into by Borrowei', each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for tlie benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to tlie benefits thereof and is subject to all terms, provisions and conditions tliereof. Any capitalized term used but not defined in tills Note shall have the meaning ascribed lo sucli term in tlie Loan Agreement. 2. Events of Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at tine option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the seculity provided thereunder, the rights, duties and obligations of Borro wet' and time rights of the liolder of tills Note. 4. Late Fees. If Borrowei- fails to pay any payment described herein, 01' other applicable fees and costs due and payable. Borrower sliall pay a late chaige of ten percent of sucli amount immediately. Time "late charge” is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated witli tills Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the short-term commercial nature of the debt. Tills charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hereunder, whether authorized herein or by law. Borrower therefore agrees that a sum equal to ten pei'cent (10.00%) of each such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees tliat by its execution of tills Note, it lias received prior notice of Lenders' right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no further or additional notice shall be required by Borrower as a condition to Lender's right to collect any such charge in the event Bori'ower fails to make a timely payment hereunder. 5. Payments. The principal amount hereof is payable in accoi'dance with tlie Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Pilor to the occurrence of an “Event of Default” (as defined in the Loan Agreement), unless otherwise agreed to in Wl'iting 01' otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, tlien to pi'incipal, and any remaining amount to any unpaid collection costs, late charges and other charges. Upon the occurrence ol' any Event ol' Default, L-endei' reserves tlie riglit to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. Borrower further agrees to pay, in lawful money of the United $tates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstandin principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreement, and BoiTowei- agrees to pay other fees and costs as stated in the Loan Agreement at the times specified in, and otlierwise in accordance with, the Loan Agreement. a. b. January?, 2019Note-Page lof'4Note-91 Montague Expressway c. payments hereunder shall be made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. d. Borrower agrees to pay all I'easonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secui'ed, without limitation, by that cei'tain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder’s Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for' the acceleration of tire Maturity Date of this Note. Iir the event of any conflict between any provision of the Loan Agreement and any provision of tlris Note, the provision ol' tire Loan Agreement slrall control. 7, Governing Law. Tlris Note shall be goverired by, aird coirsti'ued uirder, the internal laws of the State of Califoi'nia, without reference to conflicts of laws rules thereof. 8. Amendment. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and eitlrer retroactively or prospectively), only with the written consent of Borrower and Lender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. Assignment. This Note including tlie rights and obligations hereunder shall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party sliall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 9. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hereunder or under the Loan Documents. No provisions of this Note may be changed, discharged, tei'minated, or waived except in a writing signed by the party against wliom enforcement of the cliange, discharge, termination, or waiver is sought. No failure on the part of tire Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enfoi'ce the provisions hereof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the trial or appellate level). 12. Notice or Demand. Borrower- hereby waives diligence, demand for payment, pi'esentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelei'ate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in tills Note) and expressly agrees tliat, without any way affecting the liability of Borrower, Holder may extend any maturity date or tire time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance with LIsury Laws. It is the intent of Borrower and Holder and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law feom time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall ovei'ride and control all such agreements, whether now existing or hereafter ai'ising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount”). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any sucli construction shall be subject to the provisions of this Section and such document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder' shall ever I'eceive anything of value that is characterized as interest under applicable law and that would apart from this pi'ovision be in excess of tire Maximum Amount, an amount equal to tire amount that would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on tire Loan in the inverse order of its mamrity and not to the payr^ent of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. Note-91 Montague Expressway Note-Page 2 ol 4 January 7, 2019 All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law” shall mean the laws of the State of California 01' the federal laws of the United States applicable to this ti'ansaction, whichever laws allow tire greater iirterest, as suclr laws now exist 01' may be clrairged or amended or come into effect iir the future. 14. Severability. If one 01' more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enforceable in accoi'dance with its tei'ms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby Irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real propeity covered by the Deed of Ti'ust which secui'es this Note is the basis upon which Lender has determined that it is protected against impairment of the security and risk of default and, thereby, has agreed to lend Bon'ower the principal sum set forth above. Except as otherwise might be provided in the Loan Agreement for any “Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or ful'ther encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agi'eement) of any membership interest in or any change in any manager of Boirower which is not a Permitted Transfer shall constitute a breach hereof. Any ti'ansaction in violation of the above restrictions shall cause the then outstanding principal balance and inlei'est tliei'eon and other sums secui'ed by said Deed of Trust, at tlie option of L-ender, to immediately become due and payable. In witness whereof. Borrower- has executed this Promissory Note effective as of the date first above written. ^Signatures contained on the ؛ollowing pageA January 7, 2019Nole-91 Montague Expressway Note - Page 3 of 4 Borrower: “Borrower” Ν^ετυ-Νινε Homes LLC, a California limited liability company ц ΜΡτίΛλ-ΟτλΛSignature: { By Mary Tuyet Ly, its EIN; *** Address: 2186 Paseo Del Oro San Jose, California 95124 naRer؛ Acknowledgement STATE OF (/a\\híY)\^ COUNTY OF. } ) On the لهن day of ههعئد Ninety-Nine Homes EEC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual^ whose name-ae subscribed to tlie within instrument and acknowledged to me that he.they executed tire same in his.their capacity, and that by hisf^their signatures on tire instrument, the individual^', or the persons upon behalf of whicli th؟ individua^ acted, executed the instrument, and that sucli individual made sucli appearance before tlie undersigned in the State 0 in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of County ¿iمف7-ل-ر,‘ -د (SEAL) My commission expires; ήνή ì ٧ElARDENotary Public - California-eONZAlEZ .ا Alameda Countyة January 7, 2019Note - 91 Montague Expressway Note-Page 4 of 4 Secured Promissdry Note $1,065,000 Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value receded, Ν^ετυ-Ν^ Homes LLC, a California limited liability company ( “Borrower"), hereby promises to pay to PCG Select SERffiS LI LLC, a Delaware limited liability company, and its successors and assigns (“Lender"), the principal sum of One Million Sixty Five Tliousand Dollars and No Cents (S1,065,000) (the “Loan”), and all other amounts owed by Borrower to Lender hereunder pursuant to that ceitain Loan Agreement, in lawful money of the LJnited States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1. L٥AN Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrower, each of the Lenders from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for tlie benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to the benefits thereof and is subject to all terms, provisions and conditions thereof. Any capitalized term used but not defined in this Note shall have the meaning ascribed to such term in tlie Loan Agreement. 2. Events ٥F Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, pi'otest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Bori'ower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collatei'al Documents fot' the provisions, among others, with respect to the custody and application of tlie Collateral, tire nature and extent of the security provided thereunder, the rights, duties and obligations of Borrower and the rights of the liolder of this Note. 4. Late Fees. If Bori'ower fails to pay any paynrent described herein, or other applicable fees and costs due and payable. Borrower shall pay a late charge of ten percent of such amount immediately. The “late charge” is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the shori-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafter defined) hereunder, wliether authorized hei'ein or by law. Borrower therefore agrees that a sum equal to ten percent (1٥.00%) of each such amount which becomes delinquent is a reasonable estimate of said damages to Lender. Bonower acknowledges and agrees that by its execution of this Note, it has received prior notice of Lenders’ right to collect any late charge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now 01' hereafter be in effect), and that no further 01' additional notice shall be required by Borrower as a condition to Lender's 1'ight to collect any sucli chai'ge in the event Boi'rower fails to make a timely payment hereunder. 5. Payments. The pi'incipal amount hereof is payable in accoi'dance with the Loan Agreement, and such pilncipal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occunence of an “Event of Default” (as defined in the Loan Agreement), unless otliei'wise agreed to in writing or otherwise I'equired by applicable law, payments will be applied first to accrued, unpaid interest, tlien to principal, and any remaining amount to any unpaid collection costs, late charges and other charges. Upon the occurrence of any Event of Default, Lender reserves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender’s sole discretion. a. b. Borrower further agrees to pay, in lawful money of the United Btates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreenrent, and Borrower- agrees to pay other fees and costs as stated in the L-oan Agreement at the times specified in, and otherwise in accordance with, the Loan Agreement. Note -91 Montague Expi‘essway January?, 2019Note - Page 1 of 4 c. All payments hereunder shall be made by Bonower at the times specified in, and otherwise ln accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. Bonower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated Lanuary 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agi'eement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of the Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, the provision of tlie Loan Agreement shall control. 7. Governing Law. Tills Note shall be governed by, and construed under, tlie internal laws of tlie State of Califoniia, without reference to conflicts of laws rules tliereof. d. 6. 8. Amendment. Any term of tills Note may be amended and tlie observance of any term of tills Note may be waived (either generally or in a particular instance and eitlier retroactively or prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. Tills Note including tine rights and obligations liereunder shall be binding upon, inure to the benefit of and be enforceable by Boi'rower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party shall liave tlie right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without-notice to Borrower, to immediately accelerate the Note and enforce its remedies hereunder or under the Loan Documents. No provisions of this Note may be changed, discharged, tei'minated, or waived except in a writing signed by tine party against wliom enforcement of the change, discharge, termination, or waiver is sought. No failure on the part of tine Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney's FEESًا Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs, Bono wer promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney’s fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enfoi'ce the provisions hereof includiirg, without limitation, all such costs and expenses incuned in connection with any bankruptcy, receivership, or other court proceedings (whether at the ti'ial or appellate level). 12. Notice or Demand. Borrower hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelei'ate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly agrees tliat, without any way affecting the liability of Borrower, Holder may extend any maturity date or the time for payment of any installment due hereunder, otherwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance with Usury Laws. It is the intent of Borrower and Holder and all other parties to tlie Loan Documents to conform to and contract in strict compliaitce with applicable usury law ftom time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of tills Section, which shall override and control all such agreements, whethei' now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the "Maximum Amount”). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any sucli construction sliall be subject to the provisions of this Section and such document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holdei' shall ever receive anything of value that is chai'acterized as interest under applicable law and that would apart from this provision be in excess of tlie Maximum Amount, an amount equal to tlie amount that would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan in the inverse order of its maturity and not to the payment of interest, or refiinded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. Note-91 Montague Expressway Note - Page 2 of 4 January 7, 2019 All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law” shall mean the laws of the State of California or the fedei'al laws of the United States applicable to this transaction, whichever laws allow the gi'eater interest, as such laws now exist or may be changed or amended 01' come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accoi'dance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding 01- counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Bonower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of tlie security and risk of default and, tliereby, lias agreed to lend Borrower the principal sum set forth above. Except as otlierwise might be provided in Ilie Loan Agreement for any “Permitted Transfer" (as defined in the L-oan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the L-oan Agreement) of any membership interest in 01' any change in any manager of Borrower which is not a Pei'mitted Transfer shall constitute a bi'each hei'eof. Any transaction in violation of the above restrictions shall cause the then outstanding principal balance and interest thereon and otlier sums secui'ed by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness whereof, Borrowei" has executed this Promissory Note effective as of the date fii'st above written. ؟Signatures contained on tlieiolLowlng page؟ Note-51 Montague Expresstvay Note - Page 3 of 4 January?, 2015 Borrower^ "Borrower” Νινετυ-Νινε Homes LLC, a California limited liability company EIN: *** Address: 2186 Paseo Del Oro San Jose, California 95124 Acknowledgement STATEOF iaKxbrrwa COUNTY OF ستهم ) On the IS> day of [ianvanNinety-Nne Homes LLC, persojy known to me Oi pio٧ed to me on the basïs of satisfactory evidence to be the individual^) whose name-are subscribed to the within instrument and ackiîowledged to me that he/.lìey executed the same in his-their capacity, and tliat by his/ồerAheir signatures on tlie instrument, the individuali^, or the persons upon behalf of whicli the individu.) acted, executed the instrument, and tlrat sucli individual made sucli appearanCe before tlie undersigned in tlie State of مل ( . County of . in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of Хи1-Notary (SEAL) My commission expires: /]ฃ / ή 22€ا {¡ I.GONZALEZ-VELARDE Notary Public-California Alamada County Commission .2162984 ة í Note-91 Montague Expressway Note-Page 4 of 4 January 7, 2019 V؛■ب:ا خ أ·.,·:؛ ا: ا؛ Ĩلآب ' ٩٩ ' ‘ . . . ‘. . h .. . . r , .m . . .< . r m. i i m b a u v mw whn fi hi fw g ‘ . ‘ E Q E E a é E . 5 & 8 n A { € 5. : § 3 m ama ? . w A am: . :v. .4. . V . . .. . V . . . 1 . . . ‘ 4. ... . . . . 4 . ‘ . . . , . , . . . u fl _ A m 3» , x ‘ » . n . . .« . .w . . . H , . . H f Secured Promissory Note $1,980,000 Loan Date: January 7,2019 12% Maturity Date; July 7,2019 For value received, Ninety-Nine Homes LLC, a California limited liability company ( "Borrower"), hereby promises to pay to PCG Select Series Secured LLC, a Delaware limited liability company, and its successors and assigns ("Lender"), the principal sum of One Million Nine Hundred Eiglity Tliousand Dollars and No Cents (Sl,980,000) (the "Loan"), and all otlier amounts owed by Borrower to Lender hereunder pursuant to that certain Loan Agreement, in lawful money of the United States and in immediately available fLinds, and to pay interest on so mucli thereof as is from time to time outstanding and unpaid at the rates per annum and on the dates specified in the Loan Agreement. 1 ٠ Loan Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7, 2019 (as amended, amended and restated, supplemented, and otherwise modified from time to time, the "Loan Agreement”), made and entei'ed into by Borrowei', each of the Lendei's from time to time party thereto, and REEF-PCG LLC, a Utah limited liability company, as Agent for lire benefit of the L-enders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to lire benefits thereof and is subject to all terms, provisions and conditions tliereof. Any capitalized term used but not defined in this Note shall have the meaning ascribed to such term in the Loan Agreement. 2. Events ٥F Default. Upon the occurrence of any one or more Events of Default (defined in the Loan Agreement), all amounts then remaining unpaid on this Note may, at the option of Lender, become or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment 01' dishonor, 01' notices 01' demands of any kind, all of which are expressly waived by Borrower. 3. Collateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and tlie Collateral Documents for the provisions, among others, with respect to the custody and application of tlie Collateral, the nature and extent of the security provided thereunder, lire riglrts, duties and obligations of Borrower and tlie rights of tire liolder of tills Note. Late Fees. If Bonower fails to pay any payment described Irerein, or otlier applicable fees and costs due and payable. Borrower sitali pay a late cliarge of ten percent of sucli amount immediately. Tire “late charge" is imposed for the purpose of defraying the expenses of Holder incident to handling such delinquent payment. Borrower specifically understands and acknowledges that the actual costs and expenses associated with tills Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the short-term commercial nature of the debt. This charge shall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and charges of any agents or attorneys that Holder may employ upon the occurrence of an Event of Default (hereinafier defined) liereunder, wlietlier authorized herein or by law. Borrower therefore agrees that a sum equal to ten percent (10.00%) of eacli such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees that by its execution of this Note, it has received prior notice of Lenders’ right to collect any late chai'ge payable hereunder in full compliance with the provisions of California Civil Code $ection 2954.5 (as such section or any successoi' section may now 01' hereaftei' be in effect), and that no furthei' 01' additional notice shall be I'equired by Boi'iOwer as a condition to Lender's right to collect any sucli chai'ge in tlie event Borrower fails to make a timely payment hereunder. 5. Payments. 4. The principal amount hereof is payable in accordance with the Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Prior to the occurrence of an “Event of Default” (as defined in the Loan Agreement), unless otlierwise agi'eed to in writing or otherwise required by applicable law, payments will be applied first to accrued, unpaid interest, tlien to principal, and any remaining amount to any unpaid collection costs, late charges and other charges. Upon tlie occiiri'encc of any Event of Default, L-ender reserves the right to apply payments against principal, interest, late charges, collection costs and other charges at Lender's sole discretion. Borrower further agrees to pay, in lawftrl money of the United 8lates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding principal amount liereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreement, and Borrower agrees to pay other fees and costs as stated in the Loan Agreement at the limes specified in, and otlierwise in accor'dance witli, the L-oan Agr'eement. a. b. Note-91 Montague Expressway Note - Page 1 of 4 January?. 2019 c. All payments hereunder shall be made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, including, but not limited to, the terms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in, and otherwise in accordance with, the Loan Agreement. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of the Maturity Date of tlris Note. In the event of any conflict between any provision of the Loan Agreement and any provision of this Note, the provision of the Loan Agreement sliall control. 7. Governing Law. Tills Note shall be governed by, and construed under, tire internal laws of tlie State of California, without reference to conflicts of laws rules tliereof. 6. . Amendment. Any terra of tills Note may be amended and the observance of any term of tills Note may be waived (either generally or in a particular instance and eitlier reti'oactively or prospectively), only with tlie written consent of Borrower and Lender. Any amendment or waiver effected in accoi'dance witli this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations liereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and their respective successors and assigns. Notwithstanding the prior sentence, neither party sliall have the right to assign its rights or obligations hereunder or any interest lierein without the prior written consent of the other paity. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enfol'ce its ،"emedies hereunder 01' under the Loan Documents. No provisions of this Note may be changed, discharged, terminated, 01' waived except in a writing signed by tlie party against whom enforcement of the cliange, discliarge, termination, or waiver is sought. No failure on the part of tlie Holder to exercise and no delay of Holder in exercising any right or remedy under this Note or under the law shall operate as a waiver thereof. 11. Attorney’s Fees; Other Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to enforce the provisions hei'eof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivership, or other court proceedings (whether at the tl'ial or appellate level). 12. Notice or Demand. Bon'owei' hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelei'ate, notice of acceleration, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in this Note) and expressly agrees that, without any way affecting the liability of Borrower, Holder may extend any maturity date or the time for payment of any installment due hereunder, otlrei'wise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance with Usury Laws. It is the intent of Borrower and Holder and all other parties to the Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall oveiride and control all such agreements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Note or any other Loan Document or othei'wise, exceed the maximum nonusurious amount pei'mitted by applicable law (the "Maximum Amount”). If, fi'om any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction sliall be subject to the provisions of tills Section and such document sliall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder shall ever receive anything of value that is characterized as interest under applicable law and that would apart from this provision be in excess of die Maximum Amount, an amount equal to the amount tliat would have been excessive interest shall, witliout penalty, be applied to the reduction of the principal amount owing on the Loan in tlie inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January?, 2019Note-91 Montague Expressway Note - Page 2 of 4 All interest paid or agreed to be paid to Holder shall, to the extent pei'mittcd by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed tire Maximum Amouirt. As used in this Section, the tei'm “applicable law" shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow tire greater iirterest, as suclr laws now exist or may be c!ranged or anreirded or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be uncnl'orceable under applicable law, such provision shall be excluded from this Note and the balance of tlris Note shall be interpreted as if such provision were so excluded and shall be eirforceable in accoi'dance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained iir Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding 01- counterclaim arising out of or relating to this Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees tliat the creditworthiness and expertise of Borrower in owning and operating the real property covered by the Deed of Ti'ust which secui'es this Note is the basis upon which Lender has determined that it is protected against impairment of tlie security and risk of default and, tlrereby, has agreed to lend Borrower the principal sum set forth above. Except as otlierwise miglit be provided in the Loan Agreement for any “Permitted Transfer" (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, whetlier voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in tlie Loan Agreement) of any membership inter'est in 01' any change in any manager' of Bonowei' which is not a Permitted Ti'ansfer shall constitute a breach hei'eof. Any transaction in violation of the above restrictions shall cause the then outstanding principal balance and inler'est tlrereon and other sums secured by said Deed of Trust, at the option of Lender, to immediately become due and payable. In witness wi-IEREOF, Bon'ower has executed this Pi'omissory Note effective as of the date first above w!'itten. ؟ollowlng page؛Signatures contained on. the؟ January?, 2015Note-51 Montague Expressway Note - Page 3 of 4 Borrower: “Borrower" Νινετυ-Νινε Homes LLC, a California limited liability company S4;.T.f:7r EIN: *** MhVKfrs Address: 2186 Paseo Del Oro San Jose, California 95124 Acknowledgement STATEOF^fl^l^COio COUNTY 0? سسد } On the Tf day of ليئيإلطدNinety-Nne Homes'-known to me or proved to me on the basis of satisfactory evidence to be the ind^^idua۴whose name^^hre si^dbed 0؛ the within instrument and acknowledged to me_that Ье.^еу executed the same in his.thei؛ capacity, executed tire instrument, and tliat sucli individual made sucli appearance before lire undersigned in the State of Ckllfirnią . County of ¿anh CLayz\. in tire year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of Not:ir--i (SEAL) I A lo;ỏلألدMy Commission expij'es: j!",سجلج Public-Calllornia iئقج| Note - 91 Montague Expressway Note-Page 4 of 4 January?, 2019 Secured Promissory Note $300,000 Loan Date: January 7,2019 12% Maturity Date: July 7,2019 For value received, Nwetý-N^e Homes LLC, a California limited liability company ( “Borrower”), hereby promises to pay to Seven Total LLC, a Utah limited liability company, and its successors and assigns (“Lender”), the principal sum of Three Hundred Tliousand Dollar's and No Cents ($300,000) (the “Loan"), and all other amounts owed by Bort'ower to Lender Irereunder pursuant to that certain Loan Agreement, in lawful money O'f the United States and in immediately available funds, and to pay interest on so much thereof as is from time to time outstanding and unpaid at tire rates per annum and on tire dates specified in the Loan Agreement. 1. L٥AN Agreement. This Note is one of the “Notes” referred to in that certain Loan Agreement, dated January 7,2019 (as ameirded, amended and restated, supplemented, and otherwise modified from time to time, the “Loan Agreement”), made and entered into by Borrower', each of the Lenders from time to time party ther'eto, and REEF-PCG LLC, a Utah limited liability company, as Agent for the benefit of the Lenders. This Note evidences a Loan made by Lender under the Loan Agreement, and is entitled to tire benefits thereof and is subject to all terms, provisions and conditions tlrereof. Any capitalized term used but not defined in llris Note shall have the meaning ascribed to suclr ternr in tire Loan Agreement. 2, Events of Default. LJpon the occurrerrce of any one or nrore Events of Default (defined in the Loan Agreenrent), all amounts then remaining unpaid on this Note may, at tire option of Lender, beconre or be declared to be immediately due and payable as provided in the Loan Agreement and other Loan Documents, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind, all of which are expressly waived by Borrower. 3. Cgllateral Documents. This Note is secured by and entitled to the benefits of the Collateral Documents. Reference is hereby made to the Loan Agreement and the Collateral Documents for the provisions, among others, with respect to the custody and application of the Collateral, the nature and extent of the security provided thereunder, the rights, duties and obligations of Botro wer and the right.s of the holder of tills Note. 4. Late Fees. If Borrower fails to pay any payment described hei'ein, 01' other applicable fees and costs due and payable. Borrower sliall pay a late chai'ge of ten percent of sucli amount immediately. Tire “late charge” is imposed for tlie purpose of defraying the expenses of Holder incident to handling sucli delinquent payment. Bonower specifically understands and acknowledges that the actual costs and expenses associated with this Loan if Borrower fails to pay as agreed to herein, are significantly increased due to the short-term commercial nature of the debt. This cliarge sliall be in addition to, and not in lieu of, any other remedy Holder may have and is in addition to any fees and chai'ges of any agents or attol'neys that Holder may employ upon the occurrence of an Event of Default (hei'einafter defined) hei'eunder, whether authorized hei'ein or by law. Borrower therefore agrees that a sum equal to ten percent (10.00%) of eacli such amount whicli becomes delinquent is a reasonable estimate of said damages to Lender. Borrower acknowledges and agrees tliat by its execution of tills Note, it has received prior notice of Lenders' right to collect any late charge payable liereunder in full compliance witli the provisions of California Civil Code $ection 2954.5 (as such section or any successor section may now or hereafter be in effect), and that no filitlier or additional notice shall be required by Borrower as a condition to Lender's right to collect any such chai'ge in tlie event Borrower fails to make a timely payment hereunder. 5. Payments. The principal amount hereof is payable in accordance with tlie Loan Agreement, and such principal amount may be prepaid solely in accordance with the Loan Agreement. Priol' to the occurrence of an "Event of Default” (as defined in the Loan Agreement), unless otherwise agreed to in writing or otherwise required by applicable law, payments will be applied first to accrued, unpaid intei'est, then to principal, and any I'emaining amount to any unpaid collection costs, late charges and otlier charges. Upon the occun'cnce of any Event of Default, Lender reserves tlie right to apply payments against principal, interest, late charges, collection costs and Ollier charges at Lender's sole discretion. Borrower further agrees to pay, in lawl'ul money of the United $ lates of America and in immediately available funds, interest from the date hereof on the unpaid and outstanding pilncipal amount hereof until such unpaid and outstanding principal amount shall become due and payable (whether at stated maturity, by acceleration or otherwise) at the rates of interest and at the times set forth in the Loan Agreement, and Borrower' agrees to pay other fees and costs as stated in the Loan Agreement at the times specified in, and otherwise in accoi'dance with, the Loan Agi'eement. a. b. January?, 2019Note-Page lo،'4Note-91 Montague Expressway c. ٨1إ paymenls hereunder shall be made by Borrower at the times specified in, and otherwise in accordance with, the Loan Agreement, Including, but not limited to, the tei'ms regarding prepayment, late fees, post-maturity-date fees, acceleration of the Note, acceleration interest rate. d. Borrower agrees to pay all reasonable costs and expenses, including without limitation reasonable attorneys’ fees, incurred in connection with the interpretation or enforcement of this Note, at the times specified in. and otherwise in accoi'dance with, the Loan Agi'eement. 6. Security. The obligations of Borrower under this Note, the Loan Agreement, and the Loan Documents (as defined in the Loan Agreement) are secured, without limitation, by that certain Deed of Trust, dated January 7, 2019 and recorded in the Santa Clara County Recorder's Office as more fully described in the Loan Agreement. The Loan Agreement and the Deed of Trust contain provisions for the acceleration of the Maturity Date of this Note. In the event of any conflict between any provision of the Loan Agreement and any provision of tills Note, tlie provision of tlie Loan Agreement sliall control. 7. Governing Law. This Note shall be governed by, and construed under, tlie intei'nal laws of tlie State of California, without reference to conflicts of laws rules tliereof. 8. Amendment. Any term of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and eitlier retroactively or prospectively), only willi tlie written consent of Borrower and Lender. Any amendment or waiver effected in accordance with this Section 6 shall be binding upon Borrower and Lender. 9. Assignment. This Note including tlie rights and obligations hereunder sliall be binding upon, inure to the benefit of and be enforceable by Borrower, Lender and tlicir respective successors and assigns. Notwithstanding the prior sentence, neither party shall have the right to assign its riglits or obligations hereunder or any interest herein witliout the prior written consent of the other party. 10. Acceleration. Upon the occurrence of an Event of Default, Holder shall have the right, without notice to Borrower, to immediately accelerate the Note and enforce its remedies hereunder or under- the Loan Documents. No provisions of this Note may be changed, discharged, terminated, 01' waived except in a wr'iting signed by tire party against wliom enforcement of the change, discliarge, termination, or waiver is sought. No failure on lire part of tire Holder to exercise and no delay of Holder in exercising airy right or remedy under this Note or under tire law shall operate as a waiver thereof. 11. Attorney's Fees; Oti-ier Collection Fees. If this Note is not paid when due upon maturity or acceleration or if any Event of Default occurs. Borrower promises to pay all costs of enforcement and collection and preparation therefore, including but not limited to, reasonable attorney's fees, cost, or expenses (including expert witness fees), whether or not any action or proceeding is brought to eirforce the provisions hereof including, without limitation, all such costs and expenses incurred in connection with any bankruptcy, receivei'ship, 01' other coui't pi'oceedings (whether at the trial 01' appellate level). 12. Notice or Deniand. Bon'ower hereby waives diligence, demand for payment, presentation for payment, notice of nonpayment, protest, notice to protest, notice of intent to accelerate, notice of accelei'ation, notice of dishonor, and all other notices or demands of any kind (except notices specifically provided for in tills Note) and expressly agrees tliat, without any way affecting tlie liability of Borrower, Holder may extend any maturity date or tlie time for payment of any installment due hereunder, otlierwise modify this Note, accept additional security, release any person liable, and release any security or guaranty. 13. Compliance WITH Usury Laws. It is the intent of Borrower and Holder and all other parties to tire Loan Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holder and Borrower (or any other party liable with respect to any indebtedness under the Loan Documents) are hereby limited by the provisions of this Section, which shall overi'ide and conti'ol all such agi'eements, whether now existing or hereafter arising. In no way shall the interest taken, reserved, contracted for, charged, clrargeable, or received under this Note or any other Loan Document or otherwise, exceed the maximum nonusurious amount permitted by applicable law (the “Maximum Amount"). If, from any possible consti'uction of any document, interest would otlrerwise be payable in excess of the Maximum Amount, any suclr construction slrall be subject to the provisions of this Section and sucli document slrall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If Holder- shall ever !'eceive anything of value that is char'acterized as interest under applicable law and tliat would apart from this provision be in excess of tire Maximum Amount, an amount equal to tire amount tlrat would have been excessive interest shall, witlrout penalty, be applied to the reduction of the principal amount owing on the Loan iir tire inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount that would have been excessive exceeds such unpaid principal. January?, 2015Note-51 Montague Expressway Note - Page 2 of 4 All inlerest paid or agreed to be paid to Holder sliall, to the extent peiinitled by applicable law, be amortized, prorated, allocated, and spread throughout tlie full stated term (including any renewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law” shall mean the laws of the State of California or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future. 14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of tills Note shall be interpreted as if such provision were so excluded and shall be enfoi'ceable in accoi'dance with its terms. 15. Dispute Resolution. All disputes will be handled pursuant to the terms contained in Section 8.18 the Loan Agreement. 16. Waiver of right to jury trial. Borrower, to the fullest extent permitted by applicable law, hereby irrevocably waives all riglit to trial by jury as to any issue relating hereto in any action, proceeding or counterclaim arising out of or relating to tills Note. 17. DUE-ON-SALE. Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and opei'ating the real propei'ty covei'ed by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of tlie security and risk of default and, tliereby, lias agreed to lend Borrower the principal sum set forth above. Except as otlierwise might be pi'ovided in the Loan Agreement for any “Permitted Transfer” (as defined in the Loan Agreement), Borrower agrees that said real property shall not be sold, agreed to be sold, conveyed, transferred, assigned, disposed of, or further encumbered, wliether voluntarily, involuntarily, by operation of law or otherwise. Any "Transfer” (as defined in the Loan Agreement) of any membership interest in or any change in any managet- of Borrower which is not a Pei'mitted Transfer shall constitute a breach hei'eof. Any transaction in violation of the above restrictions shall cause the then outstanding principal balance and intei'est tliereon and other sums secured by said Deed of Trust, at tlie option of Lender, to immediately become due and payable. In witness whereof, Borrowei' has executed this Promissoi'y Note effective as of the date first above written. ^Slgnalures contained on. llie؛ollowhig page١ Note-91 Montague Expressway Note-Pages of 4 January 7, 2019 Borrower: "Borrower” Νινετυ-Νινε Homes LLC, a California limited liability cọmpany /Λ/1 Řw(;ófA//sSignatnre- EIN: Address: 2186 Paseo Del ٥ro San Jose, California 95124 ag Acknowledgement STATE OF úai'flnni¿;i . COUNTY OF } On the zo> day of [lanmq nam؟ and ř executed the instrument, and tliat such individual made sucl, appearance before the undersigned in tlie State of Sãiị clíỉỊ/i\ เ - in the year 2019 before me, the undersigned, personally appeared Mary Tuyet Ly, Manager of ally known to me 01' pi'oved to me on the basis of satisfactory evidence to be the individuaj^) whose flare sfscribed 0؛ the within instrument and. acktiowledged to me that he.they executed tire same in his۴their capacity,Lhiby Iris^tlỉeir signatures On ؛tire instrunrent,١ire individua^, or the persons upon behalf of which the؛ndأviduإiي٣act؛dا ,County Notar/1-ألربد (SEAL) ฯ 1ๆMy commission expires: 1I. eoNZALEZ-VELARDENotary Public-Calitornia Alameda County Commission #2162984 د ل|ئ20ي9يدعجىخ;[0إ0ءاه Note-51 Montague Expressway Note - Page 4 of 4 January?, 2015 EXHIBIT B Secretary of State LLC-12 20-F261 26 Statement of Information (Limited Liability Company) FILED IMPORTANT- Read instructions before completing this form. Filing Fee - $20.00 Copy Fees - First page $1 .00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees In the office of the Secretary of State of the State of California DEC 30, 2020 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name ofthe LLC. lf you registered in California using an alternate name, see instructions.) NINETY-NINE HOMES LLC 2. 12-Digit Secretary of State File Number 201 83471 0240 3. State, Foreign Country or Place of Organization (only if formed outside of California) CALIFORN IA 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code 2186 Paseo Del Oro San Jose CA 95124 b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 If no managers have been appointed or elected, provide the name and address of each member. At least one namefl address 5. Manager(s) or Member(s) must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix Mary Ly b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL - Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent‘s First Name (if agent is not a corporation) Middle Name Last Name Suffix Mary Ly b. Street Address (if agent is not a corporation) - Do not enter a P.0. Box City (no abbreviations) State Zip Code 2186 Paseo Del Oro San Jose CA 95124 CORPORATION - Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) - Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company Real Estate Investment 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix Mary Ly b. Address City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 9. The Information contained herein, including any attachments, is true and correct. 12/30/2020 Mary Ly CEO Date Type or Print Name of Person Completing the Form Title Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information wi|| become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) rName: Company: Address: City/State/Zip: L LLC-12 (REV 01/201 7) Page 1 of 1 1 2017 California Secretaryof State wmsosgov/msiWbe EXHIBIT C This document was electronically submitted to Santa Clara County for recording** 24105266 Regina Alcomendras Santa Clara County - Clerk-Recorder 01/29/2019 12:58 PM Pages: 41Titles: 4 RECORDING REQUESTED BY: Placer Title Company Branch Number: 811 Fees: 5221.00 Tax: 50.00 Total: 5221.00 WHEN RECORDED MAIL TO: Reef-PCG lie 160 West Canyon Crest Road Suite 2 Alpine, UT 84004 APN: 083-42-002Order No: Ρ-306105 Deed of Trust, Assigni^ent of leases and Rents and Security Agreement (Including Fixture Filing) - (Please All In document title(s) on this line) Exempt from fee per GC27388.1(a)(2) due to being recorded in connection with concurrent transfer that is subject to the imposition of documentary transfer tax, or.□ Exempt from fee per GC27388.1(a)(1) due to the maximum fees being paid on documents in this transaction, or. Partial ly exempt from fee per GC27388.1(a)(1). Only $75.٥٥ to be charged as $150.٥0 in fees has been paid on documents recorded immediately prior hereto or. Exempt from fee per GC27388.1(a)(2) due to being recorded in connection with concurrent transfer ttiat is a residential dwelling to an owner-occupier, or. Exempt from the fee per GC27388.1 (a) (1 ); Not related to real property, or. Exempt from fee under GC27388.1(a)(1) for the following reasons: □ □ □ □ □ NOTE: The following exemptions may not be acceptable for use in all counties: □٠P،transfer tax which was paid on"'٠،r٠mf٠٠P٠٢٥E“73٥٥",؟٥:"٠'t؛؟٠٥٠™,٠٥٠ỵ:„٠؛٠٥;'؛؛،؛)"٠,"٠٥٥'(٥٥٥٠٠٢L٠r:)٠„''٠l؟^"b٥٠r٠;؛؛٠o'b,“٠٠٠,٥“^٠mrĩ;؟..: documents In the transaction(s)aid on ؟Exempt from fee per GC27388.a due to the maximum fees having been ,recorded previously on (date) as document number(s) of Official Records, or ٠R٠:٠s٠i؟r٠i٥Æ؛٥:m٠b٠nr٥^٥؟h;r٠؟٥:٠nf"٥٥٠١٥pï:r٠s٠٥٠n٠!)؟(٠h،،T:^n^؟؛،٠„:؟٠٥:. □ □ هة،٠ئ٠ت٠له٠:ئلة٠لا٠يث٠ستقءهح٠؛؟;اة:ق؛؟ه٦ت؟ةقه٠ا[٠;لذئهثا"ة٠ة؟٠اقئ؛،٠ته،،'ل٠"ةةمائ؟ا-"٠ه؛؛ءاة"٠تهلأ٠ةاد?٠هة٢ recorded on (date) as document number(s) . THIS PAGE ADDED TO PROVIDE SENATE Bill 2 EXEMPTION INFORMATION (Additional recording fee applies) □ REC๐RDاNG REQUESTED BY: p!acer Title Company Branch Number; 811 recorded Ills stamp as it appears of record. WHEN RECORDED MAIE TO: Reef-PCG Etc 160 West Canyon Crest Road Suite 2 Alpine, UT 84004 APN: 083-42-002 Deed of Trust, Assignment of Leases and Rents and Security Agreement (Please fill in document title(s) on this line) Exempt from fee per GC27388.1(a)(2) due to being recorded in connection with concurrent transfer that is subject to the imposition of documentary transfer tax, or. Order No: Ρ-306105 И Exempt from fee per GC27388.1(a)(1 ) due to the maximum fees being paid on documents in this transaction, or. Partially exempt from fee per GC27388.1(a)(1). Only $75.٥0 to be charged as $150.00 in fees has been paid on documents recorded immediately prior liereto or. Exempt from fee per GC27388.1 (a)(2) due to being recorded in connection with concurrent transfer that is a residential dwelling to an owner-occupier, or. Exempt from the fee per GC27388.1(a) (1 ); Not related to real property, or. Exempt from fee under GC27388.1 (a)(1 ) for the following reasons: □ □ □ □ □ NOTE: The following exemptions may not be acceptable for use in all counties: Exempt from fee per GC27388.1 due to being recorded in connection with a transfer that w^s subject to dRCum؛nt؛؟transfer tax which WaS paid on document recOrded previously on (date) as document number of Official Records, or.□ Exempt from fee per GC27388.a due to the maximum fees having been paid on documents in the transaction(s) recorded previously on (date) as document number(s) of Official Records, or. Partially exempt from fee per GC27388.1. Only $75.00 to be charged as $150.00 in fees h^ing been раИопdOcu^ents in this iransacion(s) recorded previously on (date) as document number(s) of Official Records, or. Exempt from fee per GC27388.1 due to it being recorded in connection with a transfer of real property that is aгез؟:\|а1 dwel^Pg ίο an owner-occupier The record^ document transferring the dwelling to *e owner-occupier was recorded on (date) as document number(s) . THIS PAGE ADDED TO PROVIDE SENATE BILE 2 EXEMPTION INFORMATION (Additional recording fee applies) □ □ □ Assessor Parcel No.: 083-42-02ه This doGumení 3ا now recordsd electronical !y with the County Recorder- Attached to this original document Is s copy oi the recorder stamp as it appears of record. When Recorded Return To: ReefPCGLLC 160 West Canyon Crest Rd. Alpine, Utah 84004 Recorder's Use Only Deed of Trust, assignment of leases AND RENTS AND SECURITY AGREEMENT (INCLUDINGFIXTURE FILING) This Deed of Trust constitutes a security agreement, and is filed as a FIXTURE FILING, WITH RESPECT TO ANY PORTION OF THE TRUST ESTATE IN WHICH A PERSONAL PROPERTY SECURITY INTEREST OR LIEN MAY BE GRANTED OR CREATED PURSUANT TO THE California Uniform Commercial Code or under common LAW, AND AS TO ALL REPLACEMENTS, SUBSTITUTIONS, AND ADDITIONS TO SUCH Property and the proceeds thereof. For PURPOSES OF THE SECURITY INTEREST OR LIEN CREATED HEREBY, Beneficiary is the "secured PARTY” AND Grantor IS THE “DEBTOR.” Grantor is THE RECORD OWNER OF THE Property. Request for Notice A COPY OF ANY NOTICE OF DEFAULT AND A COPY OF ANY NOTICE OF SALE ASSOCIATED WITH THE PROPERTY SECURING THIS Deed of Trust shall be MAILED TO Grantor, Trustee & Beneficiary at the addresses indicated HEREINBELOW. This Deed of Trust (as it may be amended and modified from time to time, the “Deed of Trust”) is made and entered into on January 7, 2019 by and among Ninety-Nine Homes EEC, a California limited liability company, having a business address of 2186 Paseo Del Oro, San Jose, California 95124 , Adam Gillman, of Deverich & Gillman LLP, whose address is 4 Park Plaza, Suite 520, Evine, California 92614, as trustee (“Trustee”), and those individuals/entities listed on the attached Schedule “A,” and their successors and assigns (“Beneficiary”), with REEF-PCG LLC, a Utah limited liability company, acting as their administrative agent. WITNESSETH: A. Beneficiary has agreed to make a loan available to Grantor (“Borrower”) in the principal amount of , (tire “Loan”), pursuant to tliose certain Secured Promissory Notes of even date herewith January 7, 2019Pagel of 37Deed of Trust-91 Montague Expressway (as more fu!ly defined below in Section I.01(gg)١ collectively, the “Notes”), executed by the Grantor, as Maker, for the benefit of Beneficiary, as Holder; B. Whereas, the Grantoi- owns property located in Santa Clara County, California, as more particularly described on tire attaclred Sclredule “B" (“Real Property”); c. Whereas, to induce Beneficiary to make the Loan to Grantor, Grantor has agreed to grant, bargain, sell, and convey to Beneficiary the Real Property as collateral to the loan pursuant to the terms of this Deed of Trust. D. Whereas, Beireficiary desires to secure the perfornrance of Grantor's Obligations, as described herein, under the Notes, and any othei' documents, agreements, or instruments governing, evidencing, or securing the Notes, and Grantor is willing to enter into this Deed of Trust to secure the obligations of Grantor to Beneficiary. Article I. Definitions Additional Definitions. As used herein, the following terms shall have the followingSection 1.01 meanings: “Anti-Terrorism Laws" means any aird all present and firture judicial decisions, statutes, rulings, I'ules, regulations, permits, certificates, oi'ders and ordinances of any Governmental Authority relating to terrorism or money laundering. “Beneficiary” means those individuals/entities listed on the attached Scliedule “A,” and their successors and assigns, whose address for notice Irereunder is c/o REEF-PCG LLC, 160 West Canyon Crest Rd., Alpine, Utah 84004, and the subsequent holder or liolders, from time to time, of the Notes, with REEF-PCG EEC acting as tlieii- administrative agent. “Beneficiary’s Agent” means grantor, for the purpose of collecting Rent, and applying Rent, as set forth in this Deed of Trust, which agency shall never be deemed to be that of trustee and beneficiary for any purpose, and which agency relationship cannot be terminated by Grantor so long as the Loan Documents are in effect. "CGL” the broadest available form of comjuercial general liability insurance (utilizing the then prevailing ISO form or an equivalent form acceptable to Beneficiary in its sole discretion). “Charges” means all fees, charges and/or oilier things of value, 11' any, contracted for, charged, received, taken or reserved by Beneficiary in connection with the transactions relating to the Notes and tlie otlier loan Documents, wliich are treated as interest under applicable law. “Code” means the Uniform Commercial Code, as amended from time to time, in effect in the state in whicli the Land is located. "Constituent Party” means any (!) general partner or managing member of Grantor, as applicable, or (11) any signatory to this Deed of Trust that signs on Grantor's behalf that is a corporation, general partnership, limited partnership, limited liability company, joint venfiire, trust, or other type of business organization. “Contracts” means all of the right, title, and interest of Grantor, including equitable rights, in, to, and under any and all (!) contracts and agreements for tire purchase or sale of all or any portion of the Secured Property, now or at any time hereafter existing, iircluding but without limitatioir, airy aird all earirest moirey or otlrer deposits; aird (11) contracts, licenses, permits, and rights relating to living unit equivalents or othei- entitlements for water, wastewater, zoning, development, and utility services whether executed, granted, or issued by a private person or a. b. c d. e. f. h January?, 2019Deed of Tnrst- 91 Montague Expressway Page 2 of 37 entity or a Governmental Authority or quasi-governmental agency, which are directly or indirectly related to, or connected with, the Secured Property. “Debtor Relief Laws” means Title 11 of the United States Code, as irow or hereafter itr effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors. “Default Rate” means the rate of interest specified in the Notes to be paid by the maker of the Notes from and after the occunence of a default in payment under the provisions of the Notes and loan Documents but not in excess of the Maximum Lawful Rate. "Disposition” means any sale, lease, exchange, assignment, conveyance, transfer, trade, or other disposition of all or any portion of the Sectrred Property (or any interest thereirr) or all or any part of the legal and beneficial ownersliip interest in Grantor (if Grantor is a corporation, partnership, general partnership, limited partirership, joint veirture, trust, or other type of business association or legal entity), except as may be expressly permitted under this Deed of Trust or the other loan Documents. “Environmental Law” means any federal, state, or local law, statute, ordinance, or regulation, whether now or hereafter in effect, pertaining to healtlr, industrial hygiene, or the environmental conditions orr, under, or about the Land or the Improvemerrts. "ERISA” nreans the Employee Retirement Income Security Act of 1974, 29 U.S.C.A. §§10٥1 et seq., as amended, and any and all successor statutes thereof. “Event of Default” means any happening or occurtence described in - hereof. “Fixtures” means all materials, supplies, equipment, systems, apparatrrs, and other items now owned or hereafter acquired by Grarrtor- atrd now or hereafter attached to, installed in, or used in connection with (temporarily or permanently) any of the Improvements or the Land, which are now owned or hereafter acquired by Grantor and are now or hereafter attached to the Land or the Improvements. “Governmental Authority” means any and all applicable courts, boards, agencies, commissions, offices, or autlroilties of any nature whatsoever for any goverirmental unit (federal, state, county, district, muiricipal, city or otherwise), whether now or hereafter in existence. “Grantor” means the individual or entity (or individuals or entities, if more than one) described as Grantor in the initial paragraph of tlris Deed of Trust and the successors, assigns, heirs and legal representatives thereof, and any and all subsequent owners of the Secured Property or any part thereof (without hereby implying Beneficiary’s conseirt to any Disposition of all or any part of the Secured Property). “Guarantor” (individually and/or collectively, as the context may require) means those persons, firms, or entities, if any, individually and/or collectively, as the context may require, designated as Guarantor in the Guaranty. "Guaranty” (individually airdZor collectively, as the context may require) means that instrument or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Beneficiary guaranteeing the repayment of all or any part of the Indebtedness or the satisfaction of, or continued compliance with, the Obligations, or both. “Hazardous Substance" means any substance, product, waste, or other material which is or becomes listed, regulated, or addressed as being a toxic, hazardous, polluting, or sinrilarly harmfrrl substance under any Environmental Law. “Impositions” means (!) All real estate and personal property taxes, charges, assessments, standby fees, excises, and levies and any interest, costs, or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied, or 1 1 k. 1, m. n 0. p. q. s t. II lanuary?, 2019Deed of Trust-91 Montague Expressway Page 3 of 37 imposed upon the Secured Property or the ownership, use, occupancy, or enjoyment thereof, or any portion thereof, or the sidewalks, streets, or alleyways adjacent thereto; (11) any charges, fees, license payments, 01- other sums payable foi- or under any easement, license, or agreement maintained for tlie benefit of the Secured Property; (ill) water, gas, sewei-, electricity, and other utility charges and fees relating to the Secured Property; and (iv) assessments and charges arising under any subdivision, condonrinium, planned unit development, or otlier declarations, restrictions, regimes, or agreements affecting the Secured Property. V. "Improvements” means any and all buildings, covered garages, ail- conditioning towers, open parking areas, structures and othei- improvements of any kind or nature, and any and all additions, alterations, bettei-ments or appurtenances thereto, now or at any time hereafter situated, placed, or constructed upon the Land or any part thereof, w. “Indebtedness” means (!) The principal of, interest on, or other sums evidenced by the Notes or tire Loan Documents; (11) any other amounts, payments, or premiums payable under the Loan Documents; (ill) sucli additional or future sums (whether 01" not obligatory), with interest thereon, as may hereafter be borrowed or advanced from Beneficiary. Notwithstanding the foregoing provisions ol' this definition, this Deed of Trust and the other Loan Documents shall not secure any such other Indebtedness with respect to which Beneficiary is by applicable law prohibited from obtaining a lien on real estate. Further, the term "Indebtedness” shall not operate or be effective to constitute or require any assumption or payment by any person, in any way, of any debt or obligation of any other person to the extent that the same would violate or exceed the limit provided in any applicable usury or other law or include any consumer loan to the extent treatment of such loan or extension of credit as part of the Indebtedness would violate any Governmental Requirement, x. ‘‘Land” means all that certain real property or interest therein situated in Santa Clara County, California, nrore particularly described in Schedule “B,” attached hereto and incorporated herein by this reference, togetliei- with all right, title, interest, and privileges of Grantor in and to (!) all streets, ways, roads, alleys, easements, rights-of-way, licenses, rights of ingress and egress, vehicle parking rights and public places, existing or proposed, abutting, adjacent, used in connection with or peitaining to such real property or the improvements thereon; (ii) any strips or gores of real property between such real property and abutting or adjacent properties; (iii) all watei- and water rights, timber and crops pertaining to such real estate; and (iv) all appurtenances and all reversions and remainders in or to sucli real property, y. “Lease Rent Notice” means a notice from Beneficiary to any lessee under a Lease stating that the License has terminated and instructing each such lessee under a Lease to pay all current and future Rents under the Leases directly to Benericiary, and attoi-n in respect of all other obligations thereunder directly to Beneficiary, or the Trustee on Beneficiary's behalf, z. “Leases” means any and all leases, master leases, subleases, licenses, concessions, or other agreements (whether written or oral, or now 01" hereafter in effect) wliich grant to third parties a possessory interest in and to, or the right to use or occupy, all 01- any part of the Secured Property, together with all security and other deposits or payments made in connection therewith, aa. “Legal Requirements” means (!) all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all apphcable final, non-appealable judicial opinions (ii) any and all covenants, conditions, and restrictions contained in any deeds, or in any other instruments of any nature that relate in any way or are applicable to the Secured Property 01- tlie ownership, use, or occupancy thei'eof, (ill) Grantor's or any Guarantor's presently or subsequently effective bylaws and articles of incoi-poration, operating agreement and articles of organization or paitnership, limited JanuaryDeed of Tnist - 91 Montague Expressway,؟ 2019 Page 4 of 37 partnership, joint venture, ti'ust, or other form of business association agreement, (iv) any and all Leases, (v) any and all Contracts, and (vi) any and all leases, other than tliose described in (iv) above, and other contracts (written or oral), other than those described in (v) above, of any nature that relate in any way to the Secured Property aird to which Grantor- or any Guarantor may be bound, including, without limiting the generality of the foregoing, any lease or other contract pursuant to wlrich Grantor- is granted a possessory interest in and to the Land and/or the Improvements, bb. “License” means a linrited, rrotr-assignable license, subject to automatic termitration, under this Deed of Trust, and all other terms anti provisions hereof, to exercise and enjoy all incidences of the status of a lessor with respect to the Rents, including the right to collect, demand, sue for attach, levy, recover-, and receive the Rents as Beneficiary’s Agent and to give proper receipts, releases and acquittances therefor', cc. “Loan Documents" meatrs the Notes, tlris Deed of Tmst, the Guararrty, if atry, arrd any and all other docrrments now or hereafter executed by Grantor-, Guarantor (if arry), or any other person or party in connectiorr with the Loan evidenced by the Notes or in connectiorr with the paynrent of the Indelrtedness or the performance and discharge of the Obligations, dd. “Maximunr Lawful Rate” means the maximum lawful and non-usurious rate of interest which may be corrtracted for, charged, taken, received or reset-ved by Berreficiary itr accordance with the applicable laws of the State of California (or applicable United States fedet-al law to the extent that it pernrits Beneficiary to contract for, charge, take, receive or reserve a greater amount of interest tiran under California law), taking into account all Charges (as herein defined) made in connection witlr the transaction evidenced by the Notes and the other Loan Documents. Additionally, to the extent permitted by applicable law irow or hereafter in effect. Beneficiary may, at its option and from tinre to time, utilize any other method of establishing the Maximum Lawful Rate under other applicable law by giving notice, if required, to Grantor as provided by applicable law now or hereafter- in effect, ее. “Minerals” means all s'ubstances irr, on, under, or above the Land which are now, or may become in the hr ture, irrtritrsically valuable (that is, valrrable in tlremselves) and which now or may be in tire future enjoyed through extraction or removal from the property, including without limitation, oil, gas, and all other hydrocarbons, coal, lignite, carbon dioxide and all other nonhydrocarbon gases, uranium and all other radioactive substances, and gold, silver, copper, iron and all otlrer metallic substances or ores, ff. “Notes” means those certairr Secured Pt-omissory Notes, of even date Irerewith, defined above in Recital A, incorporated herein by this reference, executed by Grantor aird payable to the order of Beneficiary in the principal amount of $7,500,000.00, bearing interest as therein specified, containing an attorneys’ fee clarrse, interest and principal being payable as therein specified, and finally maturing on July 7, 2019, and secured by, among other things, this Deed of Trust; and arry and all renewals, modificatiorrs, amendmerrts, rearrarrgements, consolidations, reinstatements, enlargements, or extensions of such promissory note or- of any promissory note or notes given in renewal, substitution or replacenrent therefor, gg. "Obligations” means any and all of the covenants, conditions, warr'anties, representations, and other obligations (other than to repay the Indebtedness) made or undertaken by Grantor, Guarantor, or airy other person or party to tire Loan Documeirts to Beireficiary, Trustee, or others as set forth in tire Loan Documents, the Leases, and in any deed, lease, sublease, or other form of conveyance, or any other agreement pursuant to whiclr Grantor is granted a possessory interest in the Land; provided, however that Obligation shall irot include any agreements, covenants, conditions, warranties, representations, and other obligations which expressly provide they are not secured by this Deed of Trast. January?, 2019Page 5 of 37Deed of Trust-91 Montague Expressway hh. “Operating Expenses” means all costs and expenses related to tire ownership, operation, management, repair and leasing of the Secured Property, including, without limitation, ground lease payments, costs aird expenses associated with tire operatioir of airy garage associated with and constituting a pait of the Secured Property, insurance charges and premiums for coverages related to the Secured Property, Impositions, tire costs of prevention of waste, ordinary repairs, maintenance, environmental audits, property irranagement, security, normal fees paid to accountants, reasonable marketing and promotional expenses,, reasonable legal expenses, the cost aird expense of all obligations uirdei" the Leases aird all costs related to compliance with Legal Requirements. 11. “Permitted Exceptions” means only suclr liens, easements, restrictioirs, security interests, and other matters (if any) as reflected on the tide insurance nolicv associated with this Loan and consented to in the Beneficiarv's dosine and escrow instructions associate with the closing of this transaction and tire lieirs and security interests created by tire Loan Documents. jj. “Personalty” means all of the right, title, and interest of Grantor in and to personal property of any kind or char-acter as defined in and subject to the provisions of the Code (Ar'ticle 9 - Secured Transactions); any and all of which are now owned or hereafter acquired by Grantor, and which are now or hereafter situated in, on, or about the Land or the Improvements, or used in or necessary to tire complete and proper planning, development, construction, financing, use, occupancy, or operation thereof, or acquired (whether delivered to the Land 01' stored elsewhere) for use in or on the Land or the Improvenrents, together with all accessions, replacements, and substitutions tlrerelo or therefor and the proceeds tlrereof. kk. “Proceeds” means all insurance proceeds on the Property, all proceeds of a sale of all or any portion of the Property (subject to the release provisions of the Loan Agreement), and all causes of action, claims, awards and recoveries for any damage, condennnation or taking of all or any part of the Property 01' for any damage or injury to it or foi' any loss or diminution in value of the Property. 11. “Prohibited Person" means any person or entity that (!) is specifically named or listed in, or otherwise subject to, any Anti-Terrorism Laws, (ii) is owned or controlled by, or acting for or on behalf of any person or entity specifically named or listed in, or otherwise subject to, any Anti- Teriorisnr Laws, (ill) Beneficiary is prohibited fiorn dealirrg with, or engaging in any transaction with, pursuant to any Anti-Terrorism Laws, or (iv) is affiliated witlr any person or entity described in mm. “Release:" The terms “releaser “removal,” “envirotmientr and “disposal” sliall have the meanings given such terms in CERCLA, and tire term “disposal” shall also have the meaning given it in RCRA; provided tliat in the event either CERCLA 01' RCRA is amended so as to broaden the meaning of any term defined tliereby, such broader meaning slrall apply subsequent to the effective date of such amendment, and provided further tlrat to the extent the laws of the state in which the Property is located establislr a meaning for “release,” “removal,” “environment,” or “disposal,” whiclr is broader than that specified in either CERCLA and RCRA, such broader meaning shall apply, nn. “Rents” means all of the rents, royalties, income, issues, bonus monies, revenues, proceeds, profits, security and other types of deposits (after Grantor acquires title thereto), and other benefits paid or payable by parties to tire Leases (other than Grantor) for using, leasing, licensing, possessing, operating from, resitling in, selling, or' othei'wise enjoying all or any portion of the Secured Property. 00. “Secured Property” means the Land, Minerals, Fixtures, Improvements, Personalty, Contracts, Leases and Rents, Proceeds, and any interest of Grantor now owned or hereafter acquired in and to the Land, Minerals, Fixtures, Improvements, Personalty, Coir tracts, !,eases and Rents, and i)-(iii) of this definition. January 7, 2019Page 6 of 37Deed of Trust - 91 Montague Expressway Proceeds together with any and ah other security and cohateraJ of any nature whatsoever, now or hereafter given for tire repayment of the Indebtedness or the performance and discharge of the obligations, and any and all of the proceeds of airy of tire foregoing, pp. “Subordinate Mortgage" irreans any mortgage, deed of trust, pledge, lien (statutory, constitutional, or contractual), security interest, eircunrbrance or charge, or conditional sale or other title reteirtion agreement, covering all or any portion of the Secured Property executed and delivered by Grantor, the lien of which is subordinate and inferior to the lien of this Deed of Trast. “Tax Code” means the U.S. Internal Revenue Code of 1986, as amended, any and all u.s. Department of Treasury Regulations issued pursuant thereto in tenrporary or final form, and any and all federal, state, county, municipal and city rules and rulings, notices, requirements, statutes, regulations or laws governing or relating to taxes and/or taxation, and any and all successor statutes thereof, rr. “Trustee” means the individual described as Trustee in the initial paragraph of this Deed of Trust. qq. Additional Definitions. As used herein, the following terms shall have the followingSection 1.02 meanings: hereto:’ “hereunder,” “herewith," and similar terms mean of, by, to.“Hereof," “hereby: under and with respect to, tills Deed of Trust or to the othei- documents or matters being referenced. “Heretofore" means before, “hereafter" means after, and “herewith" means concunently with, the date O'f this Deed of Trust. a. b. All pronouns, whether in masculine, feminine or neuter form, sliall be deemed to refer to the object of such pronoun whetlier same is masculine, feminine or neuter in gender, as the context may suggest or require. “Including” means including, without limitation. All terms used herein, wliether or not defined in Section 1.01 hereof, and whether used in singular or plural form, sliall be deemed to refer to the object of such term whether such is singulai- or plural in nature, as the context may suggest or require. d. e. Article II. Grant Grant. To secure the full and timely payment of the Indebtedness and the full andSection 2.01 timely performance and discliarge of the Obligations, Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee, its successors and assigns, in trust, with power of sale and right of enhy and possession, the Secured Property (but expressly excluding Rents, subject, however, to the Permitted Exceptions, TO HAVE AND TO HOLD the Secured Property (but expressly excluding Rents) unto Trustee, forever, and Grantor does hereby bind itself, its successors, and assigns to WARRANT AND FOREVER DEFEND the title to the Secured Property (but expressly excluding Rents) unto Trustee against every person whomsoever lawfully claiming or to claim the sanre or any part thereof. Article III. Warranties & Representations Grantor hereby unconditionally warrants and represents to Beneficiary, as of the date hereof and at all times during the term of this Deed of Trust, as follows: January 7, 2019Page 7 of 37Deed of Trust - 91 Montague Expressway Organization and Power. If Grantor or any Constituent Party is a corporation.Section 3.01 limited liability company, general partnership, limited partnership, joint venture, trust, or other type of business association, as the case may be. Grantor and any Constituent Party, if any, (a) is either a corporation duly incorporated or limited liability company duly organized with a legal status separate from its affiliates, or a partnership or trust, joint venture or other type of business association duly organized, validly existing, and in good standing under the laws of the state of its formation or existence, and has complied with all conditions prerequisite to its doing business in the state in which the Secured Property is located, and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications, and documentation to own, lease, and operate its properties and to carry on its business as now being, and as proposed to be, conducted. Validity of Loan Documents. The Loan Documents constitute the legal, valid, andSection 3.02 bindiirg obligations of Grantor, Guarantor, and others obligated under the terms of the Loan Documents, enforceable in accordance with their respective terms. Information. All information, financial statements, reports, papers, and data given orSection 3.03 to be given to Beneficiary with respect to Grantor, each Constituent Party, Guarantor, others obligated under the terms of the Loan Documents, or the Secured Property are, or at the time of delivery will be, accur-ate, complete, and conect in all material respects and do not, or will not, omit any fact, the inclusion of which is necessary to prevent the facts contained therein from being materially misleading. Title and Lien. Grantor has good and indefeasible title to the Land, (in fee simple, ifSection 3.04 the lien created hereunder be on the fee, or a first and prior leasehold estate, if it be created on the leasehold estate) and Improvements, and good and marketable title to the Fixtures and Personalty, free and clear of any liens, charges, rights of first refusal or first offer, encumbrances, security interests, claims, easements, restrictions, options, leases (other than the Leases), covenants, and othei- rights, titles, interests, or estates of any nature whatsoever, except the Permitted Exceptions. This Deed of Trust constitutes a valid, subsisting first lien on the Land, the Improvements, the Leases and the Fixtures; a valid, subsisting first priority security interest in and to the Personalty, Contracts, and to the extent that the term Leases include items covered by the Code, in and to the Leases; and a valid, absolute assignment of the Rents; all in accordance with the terms hereof, and all subject to the Permitted Exceptions. Grantor will not do or suffer any act or otnission whereby the value of said Property, or lien hereof or of any estate title covered hereby, nray be diminished or impaired in any way. Grantor shall timely make all required payments under any other deeds of trust or other encumbrances which may now or hereafter affect the Property encumbered by this Deed of Trust and comply with all obligations hereunder. Should Grantor fail to make any such payment or comply witli any such obligation. Beneficiary may, without notice to or authorization from Grantor, and without releasing Grantor from any obligation hereunder or under said deed of trust or other encumbrance, pay any sum which may be owing under any other deed of trust or other encumbrance or otherwise cure any default of Grantor tliereunder, and the sums so expended by Beneficiary shall be secured hereby and shall be immediately due and payable by Grantor to Beneficiary, and shall bear interest at the “Default Interest Rate” provided for in the Note until paid. Any default under any other deed of trust or other encumbrance which may now or hereafter affect the Property encumbered by this Deed of Trust shall constitute a default hereunder. or Business Purposes. The loan evidenced by the Notes is solely for the commercialSection 3.05 purpose of carrying on or acquiring a business of Grantor, and is not for personal, family, household, or agricultural purposes. The Secured Property forms no part of any propeity owned, used or claimed by Grantor as a residence or business homestead and is not exempt from forced sale under the laws of the January?, 2019Page 8 of 37Deed of Tmst-91 Montague Expressway State in which the Secured Property ؛s located. Grantor hereby disclaims and renounces each and every claim to all or any portion of the Secured Property as a homestead. Section 3.06 Taxes. Grantor, each Constituent Party, and Guarantor have filed all federal, state, county, municipal, and city income and other tax returrrs required to have been filed by them (including, without limitatiorr, those required uirder the Tax Code) and have paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by them. Neither Grantor-, any Constituerrt Party, nor Guarantor krrows of atry basis for any additional assessment in respect of any such taxes and related liabilities. Grantor, each Constituent Party and Guarantor believe that their respective tax returns properly reflect the income and taxes of Grantor, each Constituent Party and Guarairtor for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or otlrer applicable tax authority upon audit. Section 3.07 Mailing Address. Grantor's mailing address, as set forth in the opening paragraph hereof or as changed pursuant to the provisions hereof, is true and correct. Section 3.08 Relationship of Grantor and Beneficiary. Notwithstanding any prior business personal relationship between Grantor and Berreficiary, or any officer, director or employee of Beneficiary, the relationship between Grantor and Beneficiary is solely that of debtor and credrtor. Beneficiary has no fiduciary or other special relationslrip witlr Grantor, Grantor and Beneficiary are not partners 01-joint venturers, and no term 01- condition of any of the Loan Documents shall be construed so to deem the relationship between Grantor and Beneficiary to be otlier than that of debtor and creditor. Section 3.09 No Reliance ON Beneficiary. Grantor is experienced in the ownership and operation of properties similar to the Secured Property, and Grantor and Beneficiary have and are relying solely upon Grantor’s expertise and business plan in connection witli the ownership and operation of the Secured Property. Gi-antor is not relying on Beneficiary's expertise or business acumen in connection with the Secui-ed Property. Section 3.10 Environmental and Hazardous Substances. The following representations and warranties of Grantor are made without regard to whether Beneficiary lias, or hereafter obtains, any knowledge or report of the environmental condition of the Secured Property: The Secured Property and the operations conducted thereon do not violate any applicable law, statute, ordinance, rule, regulation, order, or determination of any Governmental Authority or any restrictive covenant or deed restriction (recorded or otherwise), including without limitation all applicable zoning ordinances and building codes, flood disaster laws and Environmental Laws, b. Without limitation O'f Section 3.10(a) immediately preceding, the Secured Property and operations conducted thereon by the current owner or operator of sucli Secured Property, are not in violation of or subject to any existing, pending, or threatened action, suit, investigation, inquiry, or proceeding by any governmental or nongovernmental entity or person or- to any remedial obligations under any Environmental Law. c. All notices, permits, licenses, or similar authorizatioirs, if any, required to be obtained or ri led in connection with the ownership, operation, or use of the Secured Property, including, without limitation, the past or pr-esent generatioir, treatmeirt, storage, disposal, or release of a Hazardous Substance into the environirrent, have been duly obtained or filed d. The Secured Property does not contain any Hazardous Substance. or as a. January?, 2019Page 9 of 37Deed of Trust - 91 Montague Expressway e. Grantor has taken all steps necessary to determine and has determined that no Hazardous Substances have been generated, treated, placed, held, located, or otherwise released on, under, from, or about the Secured Property. . Grantor has not undertaken, permitted, authorized, or suffered and will not undertake, permit, authorize, or suffer the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial, or disposal on, in, under, from or about the Secured Property of any Hazardous Substance or the transportation to or ftom the Secured Property of any Hazardous Substance. :٠ There is no pending or threatened litigation, proceedings, or investigations before or by any administrative agency in which any person or entity alleges or is investigating any alleged presence, release, threat of release, placement on, in, under, from or about the Secured Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Secured Property, or the transportation to or from the Secured Property, of any Hazardous Substance, h. Grantor has not received any notice, and has no actual or constructive knowledge, that any Governmental Autlrority or any employee or agent thereof has determined, or threatens to determine, or is investigating any allegation that there is a presence, release, threat of release, placement on, in, under, from or about the Secured Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, in, under, from or about the Secured Property, or the transportation to or fronr the Secured Property, of any Hazardous Substance, i. There have been no comnunications or agreements with any Governmental Authority or any private entity, including, but not limited to, any pilot' owners or operators of the Secured Property, relating in any way to the presence, release, tlireat of release, placement on, under or about the Secured Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, in, under or about the Secured Property, or the transportation to or from the Secured Property, of any Hazardous Substance, j. Neither Grantor nor, to the best knowledge, information and belief of Grantor, any other person, including, but not limited to, any predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion of the Secui'ed Property, has ever caused, permitted, authorized or suffered, and Grantor will not cause, permit, authorize, or suffer, any Hazardous Substance to be placed, held, located, or disposed of, on, in, under or about any other real property, all or any portion of which is legally or beneficially 0wired (01' any interest or estate therein which is owned) by Grantor in any jurisdiction now or hereafter having in effect a so-called “superlien” law or ordinance or any part thereof, the effect of which law or ordinance would be to create a lien on the Secured Property to secure any obligation in connection with the “superlien” law of such other jurisdiction, k. Grantor has been issued all required federal, state, and local licenses, certificates, or permits !'elating to, and Grantor and its facilities, business assets, property, leaseholds, and equipment are in compliance in all respects with all applicable federal, state, and local laws, rules, and regulations relating to, air emissions, water discliarge, noise emissions, solid or liquid waste disposal, hazardous waste or materials, or other environmental, health, or sảty matters. f. No Litigation. Except as disclosed in writing to Beneficiary, there are no (!) judicialSection 3.11 administrative, mediation or arbitration actions, suits, or proceedings, at law or in equity, before any Governmental Authol'ity 01' arbitrator pending or threatened against or affecting Grantor, Guarantor, or any Constituent Party or involving the Secured Property, (ii) outstanding or unpaid judgments against Jaiiuay?, 2019Page 10 of 37Deed of Trust - 91 Montague Expressway Grantor, any Guarantor, any Constituent Party, or the Secured Property, or (ill) defaults by Grantor with respect to any order, writ, injunction, decree, or demand of any Governmental Authority or arbitrator. Section 3.12 ERISA. Gr-antor is not an "employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, and tire assets of Grantor do not constitute “plan assets” of oire or more such plans within the meaning of 29 C.F.R. §2510.3-101 (1998). Sectỉon3.13 No Bankruptcy. No bankruptcy or insolvency proceedings are pending or contemplated by Grantor or, to the best knowledge, information, and belief of Grantor, threatened against Grantor or by or against any endorser, cosigner, or guarantor of the Notes. Section 3.14 Compliance with Legal Requirements. The Land and the Improvements and the intended use thereof by Grantor comply with all Legal Requirements. Section 3.15 Separate Tax Parcel; Legal Lot. The Secured Property is taxed separately without regard to any other real estate and the Laird constitutes a legally subdivided lot or lots under all applicable Legal Requirements (or, if not subdivided, no subdivision or platting of the Land is required under applicable Legal Requirements), and for all purposes may be mortgaged, conveyed, or otherwise dealt witlr as an independent parcel. Section 3.16 UTILITIES; Access. All utility services irecessary and sufficient foi' the full use, occupancy, operation and disposition of the Land and the Improvements for their intended purposes are available to the Secured Property, including water, storm sewer, sanitary sewer, gas, electric, cable, and telephone facilities, through public rights-of-way or duly recorded perpetual private easements. Section 3.17 Money Laundering; Anti-Terrorism Laws. None of Grantor, any Constituent Party, nor Guarantor (nor any person or entity owning an interest in Grantor, any Constituent Party, or Guarantor) (!) is a Prohibited Person, or (ii) has violated any Anti-Terrorism Laws. No Prohibited Person holds or owns any interest of any nature whatsoever in Grantor, any Constituent Party or Guarantor, as applicable, and none of the funds of Grantor, any Constituent Party or Guarantor have been derived from any activity in violation of Anti-Terrorism Laws. Section 3.18 No Foreign Person. Neither Grantor nor Guarantor is a “foreign person” within the meaning of §!445(f)(3) of the Tax Code. Article IV. Affirmative Covenants Grantor hereby unconditionally covenants and agrees with Beneficiary, until the entire Indebtedness shall have been paid in full and all of the Obligations shall have been fully performed and discharged as follows: Payment and Performance. Grantor will pay the Indebtedness as and whenSection 4.01 specified in the Loan Documents, and will perform and discharge all of the Obligations, in full and on or before the dates same are to be performed. Existence. Grantor will and will cause each Constituent Party to preserve and keep inSection 4.02 full force and effect its existence (separate and apart from its affiliates), good standing, rights, ftanchises, trade names, üademarks and other associated goodwill whether existing at common law or as a federal or state registration. January 7, 2019Page 11 of 37Deed of Trust-91 Montague Expressway Compliance with Legal Requirements. Grantor will promptly and faithfullySection 4.03 comply with, conform to, and obey all Legal Requirements, whether the same shall necessitate structural c!ranges in, improvemeirts to, or iirterfere with tire use or enjoyment of, tire Secured Property. If at airy time Grantor obtains knowledge that Grantor, any Constituent Party, or Guarantor is, or becomes, a Prohibited Person or are indicted, arraigned or custodially detained on charges or allegations involving or relating to airy Anti-Terrorism Laws, Grantor slrall immediately notify Beneficiary iir wilting of same. First Lien Status. Grantor shall protect and preserve the first lien and security interestSection 4.04 status of this Deed of Trust and the other Loan Documents and will not permit to be created or to exist in respect of the Secured Property or any part thereof airy lien or security interest on a parity with, superior to, or inferior to any of tire lieirs or security iirterests hereof, except for tire Permitted Exceptions. Payment of Impositions. Grantor will duly pay and discharge, or cause to be paidSection 4.05 and discharged, the Impositions not later than the earliei- to occur of (!) the due date thereof, (ii) the date any fine, penalty, interest, or cost may be added thereto or imposed, or (hi) the date prior to any date any lieir may be filed for the ironpaymeirt thereof (if suclr date is used to determiire the due date of the respective item), and Grantor shall deliver to Beneficiary a written receipt evidencing the payment of the respective Imposition. Repair. Grantor will keep the Secured Property in first-class order and condition andSection 4.06 will make all repairs, replacements, renewals, additions, betterments, improvements, and alterations thereof and thereto, inteilor and exterior, structural and nonstructural, ordinary and extraordinary, foreseen and unforeseen, which are necessary or reasonably appropriate to keep same in such order and condition. Insurance. Grantor will, at Grantor's own expense, obtain and nraintain and keep inSection 4.07 full force and effect insurance upon and relating to the Secured Property with such insurers, in such amounts and covering such risks as shall be requested by and satisfactory to Beneficiary, from time to time, including but not limited to: (!) CGL, having limits of not less than $1,500,000.00 per occurrence and $3,000,000.00 general aggregate per location (or with such increased limits as may be required from time to time by Beneficiai^ by giving notice to Grantor), with no deductible or self-insured retention in excess of $10,000.00 to apply to any coverage provided by the CGL policy without the prior written approval of Beneficiary; (ii) the broadest available form of “all risks” or “special form” property insurance (utilizing Lire tiren prevailing “ISO Special Form” property insurance form or an equivalent forirr acceptable to Beireficiary), including but not limited to, coverage for tire Secured Property,-and all improvements, betterments, alterations aird additions to tire Secured Property aird all funriture, fixtures, equipment, merchandise and all other items of Grantor-'s personal property in, on, at, or about tire Secured Property, with no exclusions permitted thereunder with respect to vandalism, acts of terrorism, malicious mischief, or spritrklet- leakage, including earthquake and flood as covered causes of losses and including an agreed amount endorsement for not less than one hundred percent (100%) of the full replacement cost (irew, without deduction for depreciation) of the covered items atrd property aird air ordinance or law coverage endorsement, witlr no deductible or self-insured retention in excess of $10,000.00 to apply to any loss covered by such property insurance, and it being the parties' intent that Grantor structure its property insurance program so that no coinsurance penalty is imposed and tlrere are no valuation disputes with any insurer or with Beneficiary; (ill) business inconre and extra expense coverage for no less than six months of income iind expenses; (iv) workers' compensation insurance to tire statutory limit and employer's liability (and/or commercial umbrella) insurance Iraving a limit of not less than $500,000.00 per occurrence; (v) autonrobile liability insurance covering owned, non-owned or rented automotive equipment having tire combined single limit of not less tiran $1,000,000.00 with respect to injuries or January 7, 2019Page 12 of 37Deed of Trust-91 Montague Expressway damages in any one occuirence; and (vl) such 0؛her Insurance with other coverages or Increased coverages, if any, as Beneficiary may require from time to time. Each insurance policy issued pursuant to this Section 4.07 shall be issued by good and solvent insurance companies satisfactory to Beneficiary, to be licensed in the State of California, and having a “General Policyholders Rating” of at least “A,” “IX,” or better by Best’s Insurance Guide and/or “A- or better” by Standard & Poor Insurance Solvency Review, or such better rating as may be required by Beneficiary with respect to such iirsurance, and all such policies shall provide, by way of endorsements, riders, or as otlrerwise applicable, that: (a) with respect to the CGL and all other- liability insurance, if tire policy contains a general aggregate limit, such policy shall include an "Aggregate Limits of Insurance Per Location” endorsement (using the applicable ISO fornr or an equivalent form acceptable to Beneficiary); (b) with respect to the CGL and all other liability insurance, suclr insurance shall name Beneficiai-y as an “Additional Insured” (using the applicable ISO form, or an equivalent form reasonably acceptable to Beneficiary, without modification and under the commercial umbrella, if any, and whicli policy shall contain standard CGL “other insurance” wording, unmodified in any way that would make it excess over or contributory with the additional insured's own commercial general liability coverage), and with respect to the property and othei- applicable insurance, such insurance shall contain a standard “Mortgagee clause” and shall be payable to Beneficiary as a mortgagee and not as a co-insured, and with respect to all policies and insurance carried by Grantor foi- the benefit of Beneficiary, such insurance shall be payable to Beneficiary as Beneficiary's interest may appear; (c) the coverage of Beneficiary under- such insurance policies shall not be terminated, reduced, or affected in any nrannei- regardless of any breaclr or violation by Grantor of any warranties, declarations or conditions in any sucli policy; (d) no such insurance policies shall be canceled, endorsed, altered or reissued to effect a change in coverage for any reason (including, without limitation, excluding any individual risk events such as acts of tenorism) and to any extent whatsoever unless the insurer- with respect to such policy shall have first given Beneficiary no less than thirty days' prior written notice thereof; and (e) Benericiary shall be pernritted, but slrall not be obligated, to make premium payments to prevent arry cancellation, endorsement, alteration or reissuance of any such insurance policies, and such payments shall be accepted by the applicable insurer to prevent same. Beneficiary sliall be fut-nished with the original of eaclr sucli initial policy coincident with the execution of this Deed of Trust and tire original of each renewal policy not less than fifteen days prior to the expiration of the initial, or each inrmediately preceding renewal, policy, and Beneficiary shall additionally be thereupon concurrently furnished with receipts 01- other evidence that tire premiums on each and all such insurance policies have been paid for at least one year. Grantor shall furnish to Beneficiary, on or before tlrirty days after the close of each of Grantor's fiscal years while this Deed of Tnrst is in force and effect, a statement certified by Grantor or a duly authorized officer of Gi-antor of the amounts of insurance maintained in compliance with this Section 4.07. of the risks covered by such insurance and of the iirsurance company ΟΙ- companies which can-y such insurance. For purposes of this Section 4.07, the term “ISO” (herein so called) shall mean Insurance Services office. It is expressly understood and agreed that the insurance coverages i-equired in this Section 4.07 hereinabove represent Beneficiary’s minimum requirements and it is furthei- untlerstood and agreed that in any event the insurance coverages required in this Section 4.07 are not to be construed to void or limit Grantor's indenmity obligations contained in this Deed of Trust. Neither slrall (A) tlie insolvency, bankruptcy or failure of any insurance company covering Grantor or the Secured Property, (B) the failure of any insurance company to pay claims occuiring, nor (C) any exclusion fronr 01- insufficiency of coverage be held to affect, negate or waive any of Grantor’s indemnity obligations under llris Deed of Trust 01- any Ollier provision of this Deed of Trust. In case of Grantor's failure to keep the Secured Propeity properly insured as required herein. Beneficiary, after notice to Grantor, at its option may (but shall not be required to) acquire such insurance as required herein at Grantor's sole expense. lanuary?, 2019Page 13 of 37Deed of Trust-91 Montague Expressway Grantor acknowtedges that Grantor has been advised by Beneficiary of, and agrees that the requirements of this Section 4.07 are ỉn compliance with, the following legal limitation regarding hazard insurance coverage pursuant to Civil Code Section 2955.5: "No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the Improvements on that real property in an amount exceeding the replacement value of the improvements on the property." Inspection. Grantor will permit Trustee and Beneficiary, and their respective agents.Section 4.08 representatives, and employees, to inspect the Secured Property at all reasonable times, with or without prior notice to Grantor. Enforcement of Leases and Other Agreements. Grantor shall submit any andSection 4.09 all proposed Leases and subordination, attornment, and non-disturbance agreement to Beneficiary for approval prior to the execution thereof. Payment for Labor and Materials. Grantor will promptly pay all bills for labor.Section 4.10 materials, and specifically fabricated materials iircuned in connection with the Secured Property and never permit to exist in respect of the Secured Property or any part thereof any lien or security interest, even though inferior to the liens and security interests hereof, for any such bill, and in any event never permit to be created or exist in respect of the Secured Property or any part thereof any other or additional lien or security interest on a parity with, superior, or inferior to any of the liens or security interests hereof, except for the Permitted Exceptions. Further Assurances and Corrections. From time to time, at the request ofSection 4.11 Beneficiary, Grantor will (!) promptly correct any defect, enor, or omission which may be discovered in the contents of this Deed of Trust or in any other Loan Document or in the execution or acknowledgment thereof; (11) execute, acknowledge, deliver, record and/or file such further instruments (including, without limitation, further deeds of ti'ust, security agreements, financing statements, continuation statements and assignments of rents) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in Beneficiary's opinion, to carry out more effectively the purposes of this Deed of Trust and the Loan Documents and to subject to the absolute assignments, liens and security interests hereof and thereof any property intended by the terms hereof or thereof to be covered hereby or thereby, including without limitation, any renewals, additions, substitutions, replacements, or appurtenances to the Secured Property; (ill) execute, acknowledge, deliver, procure, file, and/or record any document or iirstrument (including without limitation, any financing statement) deemed advisable by Beneficiary in Beneficiary's sole discretion to protect the liens and the security interests herein. Tax on Deed of Trust. If at any time any law shall be enacted imposing orSection 4.12 authorizing the imposition of any tax upon this Deed of Trust, or upon any rights, titles, liens, or security interests created hereby, or upon the Indebtedness or any part thereof (wliether pursuant to the Tax Code or otherwise). Grantor will immediately pay all such taxes, provided that if such law as enacted makes it unlawful for Grantor to pay such tax. Grantor- shall not pay nor be obligated to pay such tax. Nevertheless, if a law is enacted making it unlawful for Grantor to pay such taxes, then Grantor must prepay the Indebtedness in frrll within 6٥ days after demand therefor by Beneficiary. January 7, 2019Page 14 of 37Deed of Trust-91 Montague Expressway Statement of Unpaid Balance. At any time and from time to time. Grantor willSection 4.13 furnish promptly, upon the request of Beneficiary, a written statement or affidavit, in form satisfactory to Beneficiary, stating the unpaid balance of the Indebtedness and tlrat there are no offsets or defenses against full paymeit of the Indebtedness and the terms hereof, or if there are any such offsets or defenses, specifying them. Expenses. Subject to the provisions of Section 8.09 hereof. Grantor will pay on demandSection 4.14 all reasonable and bona fide out-of-pocket costs, fees, and expenses and other expenditures, including, but not limited to, reasonable attorneys’ fees and expenses, paid 01- incurred by Beneficiary or Trustee to third parties incident to this Deed of Trust or any other Loan Document signed by Grantor or incident to the enforcement of the Indebtedness or the Obligations or the exercise of any right or remedy of Beneficiary under any loan Document. Address. Grantor shall give written notice to Beneficiary and Trustee of any change ofSection 4.15 address of Grantor at least five business days prior to the effective date of such change of address. Absent such official written notice of a change in address for Grantor, Beneficiary and Trastee shall be entitled for all purposes under the Loan Documents to rely upon Grantor's address as set forth in the initial paragraph Of this Deed of Trust, as same may have been theretofore changed in accordance with the provisions hereof. DELIVERY OF Contracts. Grantor will deliver to Beneficiary a trae, conect andSection 4.16 complete copy of each Contract promptly after the execution of same by all parties thereto. Within 20 dayS after a rCquest by Beneficiary, Grantor shall prepare and deliver to Beneficiary a complete listing of all Conti-acts, showing date, term, parties, subject matter, concessions, whether any defaults exist, and other information specified by Beneficiary, of or with respect to each of such Contracts, together with a ti-ue, con-ect and complete copy thereof (if so requested by Beneficiary). Environmental and Hazardous Substances. Grantoi- shall not cause or permit theSection 4.17 presence, use, disposal, storage, or release of any Hazardous Substances, or threaten to release any Hazardous Substances, on or in the Property. Grantor shall not do, nor allow anyone else to do, anything affecting the Property (a) that is in violation of any Environmental Law, (b) which creates an Environmental Condition, or (c) which, due to the presence, use, or release of a Hazardous Substance, creates a condition that adversely affects the value of the Property. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property ^including, but not limited to, hazardous substances in consumer products). Grantor shall promptly give Lender written notice of (a) any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any Hazardous ؛ubstance Environmental Law of which Grantor has actual knowledge, (b) any Environmental Condition, including but not limited to, any spilling, leaking, discharge, release or threat of release of any Hazardous Substance, and (c) any condition caused by the presence, use or release of a Hazardous Substance which adversely affects the value of the Property. If Grantor learns, or is notified by any governmental or regulatory authority, or any private party, that any removal or other remediation of any Hazardous sUbstance affecting the Property is necessary. Grantor slrall promptly take all necessary remedial actions in accordance with Environmental Law. Nothing herein shall create any obligation on Lender for an Environmental Cleanup. THE COVENANT CONTAINED IN THIS Section 4.17 SHALL SURVIVE TIffi RELEASE OF THE LIEN OF THIS Deed of Trust, or the extinguishment of the lien by or FORECLOSURE OR ACTION IN LIEU TIffiREOF. January?, 2019Page 15 of 37Deed of Trust - 91 Montague Expressway Sources and Uses of Funds. Wllhout limiting the requirements of Section 4.03Section 4.18 hereof. Grantor has taken, and shall continue to take until tire Irrdebtedness is fully repaid and each and all of the Obligations are satisfied in full, such measrrres as are required by arry atrd all Anti-Terrorism Laws to assure that the fuirds invested in Grantor and/or used to make payments on the Indebtedness or the Obligations are derived from (a) transactioirs and sources tlrat do not violate any Anti-Terrorism Laws. Article V. Negative Covenants Grantor' hereby unconditionally covenants and agrees with Beneficiary until the entire Indebtedness shall have been paid in full and all of the Obligations shall have been fully performed and discharged as follows: Use Violations. Grantor will not use, maintain, operate, 01' occupy, or allow the use.Section 5.01 maintenance, operation, or occupancy of, the Secured Property in any manner which (!) violates any Legal Requirement, (11) may be dangerous, unless safeguarded as required by law and/or appropriate insui'ance, (ill) constitutes a public or private nuisance, or (iv) makes void, voidable, or cancelable, or increases the premium of, any insurance then in fol'ce with respect thereto. Waste; Alterations. Grantor will not commit or pei'mit any waste or impairment ofSection 5.02 the Secured Property and will not (subject to the provisions of Sections 4.03 and 4.06 hereof), without the prior written consent of Beneficiary, make 01' pei-mit to be made any altei'ations or additions to the Secured Property of a material natui'e. Change in Zoning. Grantor will not (!) seek 01' acquiesce in a zoning reclassificationSection 5.03 zoning variance or special exception to zoning of all or any portion of the Secured Property, (11) grant or consent to any easement, dedication, plat, or restriction (or allow any easement to become enforceable by prescription), (ill) seek or acquiesce to any imposition of any addition of a Legal Requirement or any amendment or modification thereof, covering all or any portion of the Secured Property, without Beneficiary's prior written consent. No Drilling. Grantor will not, without tire prior written consent of Beneficiary, permitSection 5.04 any drilling or exploration for' or extraction, removal, or production of, any Minerals from the surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. No Disposition. Grantor- will not make a Disposition witliout obtaining Beneficiary'sSection 5.05 prior written consent to the Disposition. Additional Obligations. Grantor sir all not guarantee, endorse or otherwise becomeSection 5.06 contingently liable in connection with any obligations of any otlier pei'son or entity, and sliall not create or incur any additional liability, whether contingent or non-contingent, with respect to either Grantor or the Secured Property, except as specifically allowed or contemplated pursuant to the Loan Documents. Article VI. Events of Default The term “Event of Del'ault,” as used herein and in the Loan Docunrents, shall mean the occurrence or Irappening, at any time and from time to time, of any oire or more of the following: Section 6.01 installment or portion of the Indebtedness as and when tire same shall become due and payable, whether at tire due date thereof stipulated in the Loan Documents, upon accelei'ation or otlrerwise. Payment of Indebtedness. Grantor shall fail, refuse, or neglect to pay, in full, any Januayy, 2019Page 16 of 37Deed of Trust - 91 Montague Expressway Performance of Obligations. Grantor shall fail, refuse or neglect or cause theSection 6.02 failure, refusal, or neglect to comply with, perform and discharge fully and timely as and when required any of the Obligations. False Representation. Any representation, wananty, or statement made by GrantorSection 6.03 Guarantor, or others under or pursuant to the Loan Documents or any affidavit or otlier instrument executed or delivered with respect to the Loan Documents or the Indebtedness is determined by Beneficiat-y to be false or misleading in any material respect as of the date hereof or when made. Default Under Other Lien Document. Grantor shall default or commit an event ofSection 6.04 default under and pursuant to any other mortgage or security agreement which covers or affects any part of the Secured Property. Insolvency; Bankruptcy. Grantor (!) shall execute an assigniuent for the benefit ofSection 6.05 creditors or an admission in writing by Grantor of Grantor's inability to pay, or Grantor's failure to pay, debts generally as tlie debts become due; or (11) shall allow the levy against the Secured Property or any part thereof, of any execution, attachment, sequestration or other writ which is not vacated within 60 days after the levy; or (ill) shall allow the appointment of a receiver. Trustee or custodian of Grantor or of the Secured Property or any part thereo'f, whicli receiver. Trustee 01. custodian is not discharged within 60 days after the appointment; or (iv) files as a debtor a petition, case, proceeding or other action pursuant to, voluntarily seeks the benefit or benefits of any Debtor Relief Law, or takes any action in furtherance thereof; or (v) files either a petition, complaint, answer or other instrument which seeks to effect a suspension of, or which has the effect of suspending any of the rights or powers of Beneficiary or Trustee granted in the Notes, herein or in any Loan Document; or (vi) allows the filing of a petition, case, proceeding or other action against Grantor as a debtor under any Debtor Relief Law or seeks appointment of a receiver. Trustee, custodian or liquidator of Grantor or of the Secured Property, or any part thereof, or of any significant poition of Grantor’s other property; and (a) Grantor admits, acquiesces in or fails to contest diligently the material allegations thereof, or (b) the petition, case, proceeding or other action results in the entry of an order for relief or order granting the relief sought against Grantor, or (c) the petition, case, proceeding or other action is not pemanently dismissed or discharged on or before the earlier of trial thereon or 30 days next following the date of filing. or Dissolution; Disability. Grantor, any Constituent Party, or any Guarantor, shall die.Section 6.06 dissolve, terminate or liquidate, or merge with or be consolidated into any other entity, or become permanently disabled. Disposition of Segured Property and Beneficial Interest in Grantor.Section 6.07 Grantor makes a Disposition, without the prior written consent of Beneficiary. Condemnation. Any condemnation proceeding is instituted or threatened whichSection 6.08 would, in Beireficiary's sole judgment, materially impair the use and enjoyment of the Secured Property for its intended purposes. Guarantor’s or Constituent Party’s Default. The occurrence of any eventSection 6.09 refened to in Sections 6.03■ 6.05 and 6.11 hereof with respect to any Guarantor, Constituent Party or other person or entity obligated in any manner to pay 01- perform the Indebtedness or Obligations, respectively, or any part thereof (as if such Guarantor, Constituent Party or other person or entity were “Grantor” in such Sections). January 7, 2019Page 17 of 37Deed of Trust-91 Montague Expressway Material Adverse Change. Beneficiary reasonably determines that any event shallSection 6.10 have occurred that could be expected to have a Material Adverse Effect. Event of Default in Loan Documents. An Eveirt of Default as defined in any ofSection 6.11 the Loan Documents. Article VII. Remedies Beneficiary’s Remedies Upon Default. Upon the occun-ence of an Event ofSection 7.01 Default or any event or circumstance which, with the lapse of time, or the giving of notice, or both, would constitute an Event of Default, Beneficiary may, at Beneficiary's optiorr, arrd by or through Trustee, by Beneficiat-y itself or- otherwise do and pay for whatever is reasonable or appropr-iate to protect Lender’s interest in the Property and rights under this Deed of Trust, including protecting and/or assessing the value of tire Property, and securing and/or repairing the Property. Lender’s actions can include, but are not lirrUted to: (a) paying any sums secured by a lien which has priority over this Deed of Trust; (b) appear-ing iir court; and (c) paying reasonable attorireys' fees to protect its interest in the Property and/or rights under this Deed of Trust, including its secured position in a bankruptcy proceeding. Although Lender may take action under this Article VIL Lender does not have to do so and is not under any duty or obligation to do so. It is agreed that Lender incurs no liability for not taking any or all actions authorized under this Article VII. Any amounts disbursed by Lender under this Article VII shall become additional debt of Bonower and Grantor secured by this Deed of Trust. These amounts shall bear interest at the Notes rate fiom the date of disbursement and shall be payable, with suclr interest, upon notice from Lender- to Borrower requesting payment. The r-emedies in this subsection are in addition to other remedies available to Beneficiary and the exercise of the remedies in this subsection shall not be deemed to be an election of nonjudicial or judicial remedies otherwise available to Beneficiary. The remedies in this Article VII are available under and governed by the real property laws of the state in which the Property is located, and are not governed by the personal pi-operty laws of such state, in accordance with the provisions of the Code, including, the power to dispose of personal property in a commercially reasonable manner under- the Code or the application of proceeds under the Code. No action by Beneficiary taken pursuant to this subsection shall be deemed to be an acceptance of collateral in satisfaction of obligations under the Code. Any receipt of consideration received by Beneficiary pursuant to this subsection shall be immediately credited against the Indebtedness (iir the inverse order of maturity) and the value of said consideration shall be treated like any other payment against the Indebtedness. In the event that Beneficiary elects to foreclose under any of tire methods described in this Article VII, Grantor hereby waives the right to determine the order in which the collateral is foreclosed, and Grantor acknowledges that Beneficiary may, in its sole discretion, elect to pursue and foreclose on any of the collateral, real or personal, secured by the Loan Documents in any Order, and Grantor hereby waives any right to contest or determine the order in which the collateral is for-eclosed. Right to Accelerate. Beneficiay may, without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or- any other notice or any other action, all of which are hereby waived by Grantor and all other parties obligated in any manner whatsoever on the Indebtedness, declare the entire unpaid balance of the Indebtedness immediately due and payable, and upon such declaration, the entire unpaid balance of the Indebtedness shall be immediately due and a. January 7, 2019Page 18 of 37Deed of Trust-91 Montague Expressway payable. The failure to exercise any remedy available to Beneficiary shall not be deemed to be a waiver of any rights or remedies of Beneficiary under the Loan Documents, at law or in b. Foreclosure-Power of Sale. Beneficiary may request Trustee to proceed with foreclosure under the power of sale which is hereby conferred, such foreclosure to be accomplished in in ny manner permitted by applicable law. c. Beneficiary’s Judicial Remedies. Beneficiary, or Trustee, upon written request of Beneficiary, may bring a court action to foreclose this Deed of Trust or to enforce its provisions or any of the indebtedness or Obligations secured by this Deed of Trust, d. Beneficiary’s Right to Appointment of Receiver. Beneficiary, as a matter of right and without regard to the sufficiency of tire security for repayment of the Indebtedness and performance and discharge of the Obligations, without notice to Grantor and without any showing of insolvency, fraud, or mismanagement oir the part of Grantor, aird witlrout the irecessity of filiirg any judicial other proceeding other than the proceeding for appointment of a receiver, shall be entitled to the appointment of a receiver or receivers of the Secured Property or any part thereof, and of the RCnts, and Grantor hereby irrevocably consents to the appointment of a receiver or receivers. Any receiver appointed pursuant to tire provisions of this subsection shall have the usual powers aird duties of receivers in such matters. Other Rights. Beneficiary (!) may surrender the insurance policies maintained pursuant to Section 4Ọ7 hereof or any part thereof, and upon receipt shall apply the unearned premiums as a credit on the Indebtedness, in accordance with the provisions of Section 7.04 hereof, and, in connection therewith. Grantor Irereby appoints Beneficiary as agent and attorney-in-fact (which is coupled with an interest and is therefore irrevocable) for Grantor to collect such premiums; and (11) apply the reserve for Impositions and insurance premiums, if any, required by the provisions of this Deed of Trost, toward payment of the Indebtedness; and (ill) slrall have and Пгау exercise any and all other rights and remedies which Beneficiary may have at law or in equity, or by virtue of any Loan Document and/or under the Code, or otherwise, f. Beneficiary as Purchaser. Beneficiary may be the pui'chaser of the Secured Property 01. any part thereof, at any sale thereof, whether such sale be undei- the power- of sale herein vested in Trustee or upon any other foreclosure of the liens and security interests hereof, or otherwise. or e. Other Rights of Beneficiary. Should any part of the Secured Property come into theSection 7.02 possession of Betreficiary, whether before or after default. Beneficiary may (for itself or by or throrrgh other persons, firms, or entities) hold, lease, manage, use, or operate the Secured Property for such time and upon such terms as Beneficiary may deenr prudent under the circumstances (making such repairs, alterations, additions, and improvements tlrereto and taking such other action as Beneficiary may from time to tinre deem necessary or desirable) for tlie purpose of preserving the Secured Property or its value, pursuant to the order of a court of appropriate jurisdiction or in accordairce with any other rights held by Eeneficiary in respect of the Secured Property. Grantor covenants to promptly reimburse and pay to Beneficiary on demand, at the place where the Notes is payable, the amount of all reasonable expenses (including without limitation the cost of any insurance. Impositions, or other charges) incurted by Beneficiary in connection with Beneficiary’s custody, preservation, use, or operation of the Secured Pi-operty, together with interest thereon from the date incuned by Beneficiary at the Default Rate; and all such expenses, costs, taxes, interest, and othei- charges shall be and become a part of the Indebtedness. It is agreed, however, that the risk of loss or damage to the Secured Property is on Grantor, and Beneficiary shall have no liability whatsoever for decline in value of the Secured Property, for failure to obtain or maintain insurance, or for failure to determine whether insurance in force is adequate as to amount or as to the risks insured. Possessioir by Beneficiary shall not be deemed air electioir of judicial relief, if any January 7, 2019Page 19 of 37Deed of Trust-91 Montague Expressway such possession is requested or obtained, with respect to any Secured Property or co^^atera^ not in Beneficiary's possession. Section 7.03 Sale of Property. Record Notices of Default and Sale. For any sale under the power of sale granted by this Deed of Trust, Beneficiary shall cause Trustee to record and give all rrotices required by law. After compliance with such notice requirements, and upon the expiration of such time as is required by law. Trustee may sell the Property upon any terms and conditions specified by Beneficiary and pernritted by applicable law. a. Right To Postnone Sale. Trustee may postpone any sale by public announcement at the time and place noticed for the sale. Sale of Multiple Lots/Parcels. If the Property consists of several lots or parcels. Beneficiary in its discretion may designate their order of sale or may elect to sell them through a single sale, or through two (2) or nrore successive sales, or in any other mairner Beneficiary may elect. In the event Beneficiary elects to dispose of the Property through more than one (!) sale. Grantor shall pay the costs and expenses of each such sale and of any judicial proceedings wherein the same may be made. b. c. Right To Purchase at Non-iudicial Sale. Any person, including Grantor, Trustee, and Beneficiary, ،nay purchase at any sale, and Beneficiary shall have the right to purchase at any sale hereunder by crediting upon the bid price the amount of all or any part of the indebtedness secured hereby. d. Deed at Sale. Upon the completion of the sale. Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying tlie property sold, but without any covenant or wananty, express or implied, and the recitals in the deed or deeds of any facts affecting the regularity or validity of the sale shall be conclusive against all persons. Section 7.04 Possession After Foreclosure. If the liens or security interests hereof shall be foreclosed by power of sale granted herein, by judicial action, or otherwise, the purclrasei- at any such sale shall receive, as an incident to purchaser's ownership, immediate possession of the property purchased, and if Grantor 01- Grantor's successors shall, to the maximum extent permitted under applicable law, hold possession of said property 01' any part thereof subsequent to foreclosure. Grantor and Grantor's successors shall be considered as tenants at sufferance of the purchaser at foreclosure sale (without limitation of othei- rights 01- remedies, at a reasonable i-ental per day, due and payable daily, based upon the value of the portion of the Secured Property so occupied and sold to sucli purchaser), and anyone occupying such portion of tire Secured Property, after demand is made for possession thereof, shall be guilty of forcible detainei- and shall be subject to eviction and removal, forcible or otherwise, with or without process of law, and all damages by reason thereof are hereby expressly waived. Section 7.05 Application of Proceeds. The proceeds from any sale, lease, or other disposition made pursuant to tills -, or the proceeds from the suri-ender of any insurance policies pursuant hereto, or any Rents collected by Beneficiary from the Secured Property (following any application of such Rents in accordance with Section 8.12 hereof), or the reserve for Impositions and insurance premiums, if any, required by tire provisions of this Deed of Trust or sums received pursuant to Section 8,01 hereof, or proceeds from insurance wliich Beneficiary elects to apply to the Indebtedness pursuant to Section 8.02 hereof, shall be applied by Ti-ustee, or by Beneficiary, as the case may be, to the e. January 7, 2019Page 20 of 37Deed of Trust-91 Montague Expressway Indebtedness in the following order and priority: (!) to the payment of all expenses of advertising, selling, and conveying the Secured Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees together with interest on all advances made by Trustee at the maximum rate permitted to be cliarged by Trustee under applicable law; (ii) to the payment of all sums expended by Beneficiary under the terms of this Deed of Trust and not yet repaid, together with interest on such sums at the Default Interest Rate set forth in the Note; (ill) to the remainder of the Indebtedness as follows: first, to the remaining accrued but unpaid interest, second, to the matured portion of principal of the Indebtedness, and third, to prepayment of the unmatured portion, if any, of principal of the Indebtedness applied to installments of principal in inverse ordei- of maturity; (hi) tlie balance, if any and to the extent applicable, remaining after the full and final payment of the Indebtedness and full performance and discharge of the Obligations to the holder or Beneficiary of any inferior liens covering the Secured Property, if any, in order of the priority of such inferior liens (Trustee and Beneficiary shall hereby be entitled to rely exclusively upon a commitment for title insurance issued to determine such priority); and (iv) the cash balance, if any, to the person legally entitled thereto. Section 7.06 Abandonment OF Sale. In the event a foreclosure hereunder is commenced by Tnistee in accordance with Subsection 7.QlIb) hereof, at any time before the sale. Trustee may abandon the sale, and Beneficiary may then institute suit for the collection of the Indebtedness aird for the foreclosure of the liens and security interests hereof and of the Loan Documents. If Beneficiary should institute a suit for the collection of the Indebtedness and for a foreclosure of the liens and security interests. Beneficiary may, at any time before the entry of a final judgment in said suit, dismiss the same and require Trustee to sell the Secured Property or any part thereof in accordance with the provisions of this Deed of Trust. Section 7.07 PAYMENT OF Fees. If the Notes or any other part of the Indebtedness shall be collected if any of the Obligations shall be enforced by legal proceedings, whether through a probate or bankruptcy court or otherwise, or shall be placed in the hands of an attorney for collection after maturity, whether matured by the expiration of time or by an option given to Beneficiary to mature same, or if Beneficiary becomes a paity to any suit where this Deed of Trust or the Secured Property or any part thei-eof is involved. Grantor agrees to pay Beneficiary's attorneys' fees and expenses incuned, and such fees shall be and become a part of the Indebtedness and shall bear interest from the date such costs are incurred at the Default Rate. Section 7.08 Waiver OF RIGHTS; Additional Provisions. Grantor waives all rights to direct the order in which any of the Property shall be sold in the event of any sale under this Deed of Trust, and also any right to have any of the Property marshaled upon any sale. All remedies contained in this Deed of Trast are cumulative, and Beneficiary has all other remedies provided by law, in equity, or in any other agreement between Grantor and Beneficiary. No delay or failure by Beneficiary to exercise any right or rCmedy under this Deed of Trust shall be construed to be a waiver of that right or remedy or of any default by Grantor. Beneficiary may exercise any one (!) or more of its rights and remedies at its option without regard to the adequacy of its security. Grantor shall pay all of Beneficiary’s and Trastee’s reasonable expenses incuned in any efforts to enforce any terms of this Deed of Trust, whether or not any lawsuit is filed, including but not limited to legal fees and disbursements, foreclosure costs, escrow fees, filing fees, recording fees, and title charges. Neither Beneficiary's nor Trustee's nor any receiver’s entry upon and taking possession of all or any part of the Property, nor any collection of Rents, issues, profits. Proceeds, other security or proceeds of other security, or other sums, nor the application of any collected sum to airy Obligation, nor the exercise of airy other right or remedy by Beneficiary or Trastee or any receiver shall cure or waive any breach. Event of Default or notice of default under this Deed of Trust, or nullify the effect of any notice of default or sale (unless all Obligations then due have been paid and performed and Grantor Iras cured all other defaults), or impair the status of the security, or prejudice or lanuary?, 2019Page 21 of 37Deed of Trust-91 Montague Expressway Beneficiary or Trustee in the exercise of any right or remedy, or be construed as an affirmation by Beneficiary of any tenancy. Lease, or option or a subordination of the hen of this Deed of Trust. a. Special ProvisionsArticle VIII. Proceeds. All Proceeds are hereby assigned to and shall be paid to Beneficiary, andSection 8.01 Grantor shall, upon request of Beneficiary, make, execute, acknowledge, and, deliver any and all additional assignments and documents as may be necessary from time to time to enable Beneficiary to collect and recCipt for any such sums. At Beneficiary’s option. Beneficiary may appear in and prosecute (either in its own name or in the name of Grantor) or participate in any suits or proceedings relating to any such proceeds, causes of actions, claims, compensation, awards or recoveries and may adjust, comprOmise 01- settle any claim in connection therewith. Beneficiai-y shall not be, under any circUmstances, liable or responsible for failure to collect, or exercise diligence in the collection of, any of such sums. A Application of Proceeds. Subject to the provisions of Sect!on8.02(a) below.Section 8.02 Beneficiary shall apply any Proceeds !.eceived by it as follows: first, to the payment of all of Beneficiary's reasonable costs and expenses (including but not limited to legal fees and disbursements) incurred in obtaining those sums; and, then, in Beneficiary’s sole discretion and witlrout regard to the adequacy of Its security, to the payment of tire Indebtedness and Obligations secured by this Deed of Trust. Any application of suCh funds to the indebtedness secured hereby shall not be construed to cure or wa^e any “Event of Default” (as defined in tlie Loan Agreement) or invalidate any acts of Benefici^ or Trustee arising out of such Event of Default. (a) Application of Insurance Proceeds. Notwithstanding the foregoing, any insurance proceeds or condemnation or eminent domain awards (in addition to any funds provided by Grantor, as set forth in Section s.02)(b) (below) shall be applied to the restoration of the Property pursuant to Section 8.02)(b) below, provided that: The Improvements on the Property are able to be restored in their)؛( entirety with such proceeds or awards; Grantor is not in default under any of the Loan Documents beyond the(ii) expiration of any applicable cure periods; and The method for disbursement of any such proceeds or awards by Beneficiai-y for restoration shall be subject to the terms and conditions of Section s.02)(b) (hi) below. Provided, however, that nothing herein shall prevent Beneficiary from applying any such proceeds or awards and/or Grantor’s funds 1ท accordance with tire terms of Section 2.3.2 if, as required by California law. Beneficiary is able to demonstrate that its security for the Loan has beeir impaired. (hi Damage and Destruction. Notwithstanding anything contained herein to the contrary, if any part of the Property is damaged or destroyed by any means, iircluding, without limitation, by flood, earthquake, wind or fire. Grantor shall promptly restore the Property to its prior undamaged condition in accordance with the following; Section 8.03 DAMAGE AND DESTRUCTION. Notwithstanding anything contained herein to the contrary, if any part of the Property is damaged or destroyed by any means, including, without January 7, 2019Page 22 of 37Deed of Trust-91 Montague Expressway limitation, by flood, earthquake, wind or fire. Grantor shall promptly restore the Property to its prior undamaged condition in accordance with the following: i. Plan of Restoration. Grantor shall present within sixty (60) days of such damage or destruction to Beneficiary a plan for restoration which includes, among other things, plans and specifications prepared by an architect satisfactory to Beneficiary, cost estimates and time schedules which in Beneficiary’s sole discretion are satisfactoryًا Construction Contract. Grantor shall enter into, with Beneficiary’s prior written consent, which consent shall not be unreasonably withheld, a contract with contractor(s) providing for the complete restoration in accordance with such restoration plan previously approved by Beneficiary within ninety (90) days of such damage or destruction; Application of Insurance Proceeds. The insurance proceeds available by reason of such damage or destruction that are received by Beneficiary pursuant to Section 8.02(a) above (less Beneficiary's reasonable costs and expenses incurred in obtaining such funds) plus additional sums provided to Beneficiary by Grantor for restoration purposes shall be at least equal to the anticipated costs of completing such construction, which anticipated costs shall include, but not be lijnited to, appropriate interest reserves and contingency funds reasonably required by Beneficiary; and ii. ill Conditions to Disbursement of Proceeds. Wien Gr.antor has complied with all of the preceding subsections of this Section, Beneficiary may condition disbursement of the sums specified in subsection 2.13.3 above to Grantor on terms and conditions such as those governing disbursements of loan funds in construction loans made by Beneficiary for similar properties. IV. Indemnity. To tlie maximum extent permitted by Law, Grantor shall indemnify.Section 8.04 DEFEND, PROTECT AND HOLD HARMLESS Beneficiary and Trustee, their respective parents, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, DAVIAGE, LOSS, COST, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES), ACTION, PROCEEDING, CLAIM OR DISPUTE INCURRED OR SUFFERED BY THE FOREGOING PARTIES so INDEMNIFIED WHETHER OR NOTAS THERESULTOFTHENEGLIGENCEOFANYPARTYSOINDEMNIFIED, WHETHER VOLUNTARILY OR INVOLUNTARILY INCURRED OR SUFFERED, IN RESPECT OF THE FOLLOWING: any litigation concerning this Deed of Trust, the other Loan Documents or THE Secured Property, or any interest of Grantor or Beneficiary therein, or THE RIGHT OF OCCUPANCY THEREOF BY Grantor or Beneficiary, whether or not ANY SUCH LITIGATION IS PROSECUTED TO A FINAL, NON-APPEALABLE JUDGVIENT; ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE Notes NOT YET DISBURSED, AMONG OR BETWEEN ANY OF THE CONSTITUENT PARTIES OR OTHER PARTNERS OR VENTURERS OF Grantor if Grantor is a GENEẦL OR LIMITED PARTNERSHIP, OR AMONG OR BETWEEN ANY EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS OR MANAGERS OF Grantor if Grantor is a corporation OR LIMITED LIABILITY COMPANY, OR AMONG OR BETWEEN ANY MEMBERS. TRUSTEES OR OTHER RESPONSIBLE PARTIES IF Grantor is an association, trust or other entity; ANY ACTION TAKEN OR NOT TAKEN BY Beneficiary or Trustee which is allowed or PERMITTED UNDER THIS Deed of Trust or any of the other Loan Documents RELATING TO Grantor, the Secured Property, any constituent parties or a. b. c. January 7, 2019Page 23 of 37Deed of Trust-91 Montague Expressway OTHERWISE IN CONNECTION WITH THE Loan Documents, including without LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY INTEREST OR OTHER RIGHT, REMEDY OR RECOURSE CREATED OR AFFORDED BY THIS Deed of Trust OR THE OTHER Loan Documents; d. ANY ACTION BROUGHT BY BENEFICIARY OR Trustee against Grantor under this Deed of Trust or the other Loan Documents, whether or not such action is PROSECUTED TO A FINAL, NON-APPEALABLE JUDGMENT; AND ANY AND ALL LOSS, DAMAGE, COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABH^ITY (INCLUDING ATTORNEYS’ FEES AND COSTS) DIRECTLY OR INDIRECTLY ARISING FROM OR ATTRIBUTABLE TO THE USE, GENERATION, MANUFACTURE, PRODUCTION, STOOGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OF A HAẨRDOUS Substance on, in, under or about the Secured Property, whether known or UNKNOWN AT THE TIME OF THE EXECUTION HEREOF, INCLUDING WITHOUT LIMITATION (A) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE, AND (в) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR MONITORING, ANY REPAIR, CLEANUP, OR DETOXIFICATION OF THE Secured Property, and the preparation and IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS. Beneficiary and/or Trustee may eviploy an attorney or attorneys to protest or ENFORCE ITS RIGHTS, REMEDIES AND RECOURSES UNDER THIS Deed of Trust and the other Loan Docuvients, and to advise and defend Beneficiary and/or Trustee with respect to SUCH action's and other matters. Grantor shall reimburse Beneficiary and/or Trustee for their respective attorneys’ fees and expenses (including expenses and COSTS FOR EXPERTS) lAIMEDIATELY UPON RECEIPT OF A WRITTEN DEMAND THEREFOR, WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETIffiR OR NOT AN ACTION IS ACTUALLY COMMENCED OR CONCLUDED. All other reimbursement and indemnity obligations HEREUNDER AND/OR Trustee. Any payments not made within five days after written demand THEREFOR SHALL BEAR INTEREST AT THE Default Rate from the date of such demand until FULLY PAID. The provisions of this section 8.03 SHALL SURVIVE REPAYMENT OF THE INDEBTEDNESS AND PERFORMANCE OF THE OBI.IGATIONS, THE RELEASE OF THE LIEN OF THIS Deed OF Trust, any foreclosure (or action in lieu of foreclosure), the transfer by Grantor OF ANY OR ALL OF ITS RIGHT, TITLE AND INTEREST IN OR TO THE PROPERTY AND THE EXERCISE BY Beneficiary of any and all remedies set forth herein or in the Loan Documents. e. ANY SHALL BECOME DUE AND PAYABLE WHEN ACTUALLY INCURRED BY Beneficiary Waiver of Subrogation. Grantor hereby waives any and all right to claim, recover.Section 8.05 or subrogation that arises от may arise in its favor and against Beneficiary or its officers, directors, employees, agents, attorneys, or representatives hereto for any and all loss of, or damage to. Grantor, the SeCured Property, Grantor’s property, or the property of others under Grantor's control from any cause insured against or required to be insured against by the provisions of the Loan Documents. Sard warver shall be 1ท addition to, and not in limitation or derogation of, any other waiver or release contained irr this Deed ofTr.ust with respect to any loss or damage to property of the parties hereto. Inasmuch as the above waivers preclude the assignment of any aforesaid clainr by way of subrogation (or otherwise) to an itrsuranc¿ compatry (or any other person). Grantor hereby agrees to immediately give to each insurance company which has issued to it any such insurance policy whether or not it is required to be insured agalHst by the provisions of the Loair Documents written notice of the terms of said waivers, and to have January 7, 2019Page 24 of 37Deed of Trust - 91 Montague Expressway said Insurance policies properly endorsed, if necessary, to prevent tire invalidation of said insurance coverage by reason of said waiver. Section 8.06 Waiver of Setoff. The Indebtedness, or any part thereof, shall be paid by Grantor without notice, demand, counterclaim, setoff, deduction, or defense and without abatement, suspension, deferment, diminution, or reduction by reason of: (!) any damage to, destmction of, or any condemnation similar taking of the Secured Property; (11) any restriction or prevention of or interference with any use of die Secured Property; (ill) any title defect or encumbrance or any eviction from tire Secured Property by superior title 01- otherwise; (iv) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, or other like proceeding relating to Trustee, Beneficiary, or Grantor, or any action taken with respect to this Deed of Trtist by any Trustee or receiver of Beneficiary or Grantor, or by any court, in any such proceeding; (V) any claim which Grantor has or might have against Trustee or Beneficiary; (vi) any default or failure on the part of Beneficiary to perform 01- comply with any of the terms hereof or of any other agreement with Grantor; 01' (vii) any other occurrence whatsoevei-, whether similar or dissimilar to the foregoing, whether or not Grantor sitali have notice or knowledge of any of the foi-egoing. Except as expressly provided herein. Grantor waives all riglits now or hereafter conferred by statUte Or otherwise to any abatement, suspension, deferment, diminution, or reduction of the Indebtedness. Section 8.07 Setoff. Beneficiary shall be entitled to exercise both the rights of setoff and banker’s lien, if applicable, against tire interest of Grantoi- in and to each and every account and other property of Grantor which are in the possession of Beneficiary to the full extent of the outstanding balance of the Indebtedness. or Consent to Disposition. It is expressly agreed that Beneficiary may predicateSection 8.08 Beneficiary’s decision to grant or witlihold consent to a Disposition on such terms and conditions as Beneficiary may require, in Beneficiary’s sole discretion. Payment After Acceleration. If, following the occui-rence of an Event of Default؛Section 8.09 and an acceleration of the Indebtedness or any part thereof but prior to a foreclosure sale of the Secured Property, Grantor shall tender to Beneficiai-y the payment of an amount sufficient to satisfy the entire Indebtedness or the part thereof which has been accelerated, such tender shall be deemed a voluntary prepayment pui-suant to the Indebtedness and, accordingly. Grantor, to the extent permitted by applicable law, sliall also pay to Beneficiai-y the premium, if any, llien required undei- tlie Indebtedness or the Loan Documents in order to exercise the prepayment privilege contained therein. Maximum Interest. It is expressly stipulated and agreed to be the intent of GrantorSection 8.10 and Beneficiary at all times to comply strictly with the applicable law governing the maximum non- usurious rate or non-usurious amount of interest payable on the Indebtedness (or applicable United States federal law to the extent that it permits Beneficiary to contract for, charge, take, reserve or receive a greater amount of interest tlian under the applicable law). If the applicable law is ever judicially Interpreted so as to render usurious any amount (!) contracted foi-, charged, taken, reserved or received pursuant to the Notes, any of the other Loan Documents 01- any othei- communication or writing by or tetweeii Grantor and Beneficiai-y related to tlie Indebtedness or to the transaction ΟΙ- transactions that are the subject matter of tlie Loan Documents, (ii) contracted for, charged, taken, reserved or received by of Beneficiary’s exercise of tlie option to accelerate the maturity of the Notes 01- any other portion of the Indebtedness, or (ill) Grantor will have paid or Beneficiary will have received by reason of any voluntary prepayment by Grantor of the Notes or any other portion of the Indebtedness, then it is Grantor's and Beneficiary's express intent that all amounts cliai-ged in excess of the Maximum Lawful reason January 7, 2019Page 25 of 37Deed of Trust-91 Montague Expressway Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Beneficiary shall be credited on the principal balance of the Notes or any of the other Indebtedness (or, if the Notes and all other Indebtedness have been or would thereby be paid in full, refunded to Grantor), and the provisions of the Notes and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of tire fullest anrount otherwise called for hereunder and thereunder; provided, however, if the Notes have been paid iir full before the end of the stated term of the Notes, then Grantor and Beneficiary agree that Beneficiary shall, with reasonable promptness after Betreficiary discovers or is advised by Grantor that interest was received in an amount in excess of the Maximum Lawful Rate, either refund such excess interest to Grantor and/or credit such excess interest against any other Indebtedness then owing by Grantor to Beneficiary. Grantor hereby agrees that as a condition precedent to any claim seeking usury peiralties or claims against Beneficiary, Grantor will provide writteir irotice to Betreficiary, advising Beneficiary in reasonable detail of the nature and amount of the violation, and Beneficiary shall have 60 days after receipt of such notice in which to correct suclr usury violation, if any, by either refuirding such excess interest to Grantor or crediting such excess interest against the Notes or the other Indebtedness then owing by Grantor to Beneficiary. All sums contracted for, charged, taken, reserved or received by Beneficiary for the use, forbearance or deteirtion of any of the Indebtedness, including any portion of the Indebtedness evidenced by the Notes shall, to the extent pernritted by applicable law, be amortized or spread, using the actuarial method, throughout the stated tem of the Notes or the other Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Notes or the other Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and applicable to the Notes or the other Indebtedrress for so long as any portion of the Indebtedness is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Beneficiary to accelerate the maturity of any interest that has not accnred at the time of such acceleration or to collect unearned interest at the time of such acceleration. Present Assignment. This assignment is intended to confer upon Beneficiary allSection 8.11 rights, and impose upon Grantor all obligations, under Civil Code Section 2938 and is intended to be construed in accordairce with said statutory requirements: Iir consideration of tire Irrdebtedness and other good and valuable consideration, including the indebtedness evidenced by the Notes and the other Loan the receipt and sufficiency of which are hereby ackirowledged and coirfessed. Grantor absolutely and unconditionally GRANTED, BARGAWED, SOLD, and CONVEYED, and by these presents does absolutely and unconditionally GRANT, BARGAIN, SELL, and CONVEY the Rents and Leases unto Beneficiary, in order to provide a source of future payment of the Indebtedness and the Obligations, subject only to the Pernritted Exceptions applicable thereto and the License, it beiirg the iirteirtion of Gr-antor aird Beneficiary that this conveyairce be presently aird immediately effective; and is neither conditional nor security for the repayment of the Indebtedness and the Obligations, and Grantor does hereby bind itself, its successors, and assigns to warrant and forever defend the title to the Rents and Leases unto Beneficiary against every person whomsoever lawfully claiming or to claim the same or any part thereof. Limited License. Beneficiary hereby grants to Grantor the License srrbject toSectiorr 8.12 termination of the License and the other terms and provisions of tlris Deed of Trust, to exercise and enjoy all irrcidences of the status of a lessor with respect to the Rents, including without limitation, the right to collect, demand, sue for, attach, levy, recover, and receive the Rents, and to give proper receipts, releases, and acquittances therefor. Grantor hereby agrees to receive all Reirts and hold the same as Beneficiary’s January?, 2019Page 26 of 37Deed of Trust - 91 Montague Expressway Agent to be appbed, and to app^y the Rents so collected, first to the payment of the Indebtedness, next to the performance and discharge of the Obligations, and next to the payment of Operating Expenses. Theleafter, Grantor may use the balance of the Rents collected in any manner not inconsistent with the Loan Documents. Neither this Assignment nor tire receipt of Rents by Beneficiary shall effect a pro tanto paynrent of the Indebtedness, and such Rents shall be applied as provided in this Section 8.11. Eurthermore, and notwithstanding the provisions of this Section 8.11, no credit shall be given by Beneficiary for any Rents until the money constituting the Rents collected is actually received by Beireficiary at the following address: c/o REEF-PCG EEC, at 160 w. Canyon Crest Road, Alpiire, Utah 84004. Fulther, no suclr credit shall be given for any Rents collected or released after termination of the License, after foreclosure or other transfer of the Secured Property (or part thereof йот which Rents are deiived pursuant to this Deed of Trust) to Beneficiary or any other third party. Event of Default, and at any time thereafter during the continuance of such default. Beneficiary shall have the right to revoke the license granted to Grantor hereby by giving written notice of such revocation Grantor. Upon such revocation. Grantor shall promptly deliver to Beneficiary all Rents then held b.y Grantor and Eeneficiary shall thereafter be entitled to: (!) enforce the Leases, to collect and receive, without deduction or onset, all Rents payable thereunder, including, but not limited to, all Rents which were accrued and unpaid as of the date of such revocation, and (11) apply such Rents as provided in this Deed of Trust. UpOn the occurrence of an Event of Default, and at any time thereafter during the continuance thereo؛. Beneficiary sliall have the right, in addition to the rights granted pursuant to this Section, to collect all or any portion of the Rents assigned hereby directly or through a court-appointed other means set forth in Civil Code Upon the occurrence of an to receiver or pursuant to a notice to the lessees or by any Section 2938(c). Such rights shall include without limitation any and all of the following: (!) Notice To Lessees To Pay Rents صإسى- The right to notify the lessees under the Leases, with or without taking possession of the Property, to demand that all Rents under such Leases thereafter be paid to Beneficiary; .Enter and Possess the Property (؛؛) Tire right to enter into possession of the Property, either by a court-appointed receiver or by any other legally permissible means, to assume control with respect to and to pay all expenses incurred in connection with the development, construction, operation, maintenance, repair or restoration of the Property, enforce all Leases and to collect all Rents due thereunder, and to apply all Rents received by Beneficiary as set forth herein, if ordered by a court of competent jurisdiction, to amend, modify, exteird, reirew and terminate any or all Leases or to execute new Leases, and to do all other acts which Beneficiary shall determine, in its sole discretion, to be necessary or desirable to carry out the purposes of this Assignment; and (ill) Specific Performance. The right to specifically enforce the provisions of tlris assignment and, if Beireficiary shall so elect, to obtain the appointment of a receiver pursuant to and in accordance with the provisions of this Deed of Trust. 1) 2) to 4) January 7, 2019Page 27 of 37Deed of Trust - 91 Montague Expressway Reliance Upon Lease Rent Notice. Upon the occurrence of an Event of Default andSection 8.13 at any time thereafter during the continuance thereof. Beneficiary may, at its option, send any lessee a Lease Rent Notice. Upon receipt from Beneficiary of a Lease Rent Notice, each lessee under the Leases is hereby authorized and directed to pay directly to Beneficiary all Rents thereafter accming and the receipt of Rents by Beneficiary shall be a release of such lessee to the extent of all amounts so paid. The receipt by a lessee under the Leases of a Lease Rent Notice shall be sufficient authorization for such lessee to make all future payments of Rents directly to Beneficiary and each such lessee shall be entitled to rely on such Lease Rent Notice and shall have no liability to Grantor for any Rents paid to Beneficiary after receipt of such Lease Rent Notice. Rents so received by Beneficiary for any period priol' to foreclosure under this Deed of Trust or acceptance of a deed in lieu of such foreclosure shall be applied by Beneficiai-y to the payment of the following (in such order and priority as Beneficiary shall determine): (a) all Operating Expenses; (b) all expenses incident to taking and retaining possession of the Secured Property and/or collecting Rent as it becomes due and payable; and (c) the Indebtedness. In no event will this Article VIII reduce the Indebtedness except to the extent, if any, that Rents are actually received by Beneficiary and applied upon or after said receipt to such Indebtedness in accordance with the preceding sentence. Witlrout impairing its riglits hereunder. Beneficiary may, at its option, at any time and ftom time to time, release to Grantor, Rents so received by Beneficiary or any part thereof. As between Grantor and Beneficiary, and any person claiming through or under Grantor, other than any lessee under the Leases wlio has not received a Lease Rent Notice, this Assignment of Rents is intended to be absolute, unconditional and presently effective (and not an assignment for additional security), and the Lease Rent Notice hereof is intended solely -for the benefit of each such lessee and shall never inure to the benefit of Grantor or any person claiming through or under Grantor, other than a lessee who has not received such Lease Rent Notice. It shall never be necessary for Beneficiary to institute legal proceedings of any kind whatsoever to enforce the provisions of this Deed of Trust with !.espect to Rents. GRANTOR SHALL HA^ NO RIGHT OR CLAIM AGAINST ANY LESSEE FOR THE PAYMENT OF ANY RENTS TO Beneficiary HEREUNDER, AND Grantor hereby indemnifies and agrees to hold free and harmless EACH LESSEE FROM AND AGAINST ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE SOTFERED OR INCURRED BY SUCH LESSEE BY REASON OF SUCH LESSEE’S COMPLIANCE WITH ANY DEMAND FOR PAYMENT OF RENTS MADE BY Beneficiary contemplated by this Deed of Trust. Collection of Rent. At any time during which Grantor is receiving Rents directlySection 8.14 from any of the lessees under the Leases, Grantor shall, upon receipt of written direction ftom Beneficiary, make demand and/or sue for all Rents due and payable under otre or more Leases, as directed by Beneficiary, as it becomes due and payable, including Rents which are past due and unpaid. If Grantor fails to timely take such action, or at any time during which Grantor is not receiving Rents directly from lessees under the Leases, Beneficiary shall have the right (but shall be under no duty or obligation) to demand, collect and sue for, in its own name or in tire name of Grantor, all Rents due and payable under the Leases, as same becomes due and payable, including Rents which are past due and unpaid. Termination. Upon payment in full of the Indebtedness, the delivery and recording ofSection 8.15 a release, satisfaction or discharge of the Deed of Trust duly executed by Beneficiary and a re-assignment of the Rents to Grantor, the assignment of Rents and Leases in Section 8.10 of tills Deed of Trust shall terminate, become null and void and shall be of no further force and effect. January 7, 2٥19Page 28 of 37Deed of Trust-91 Montague Expressway Article IX. Security Agreement Security Interest. This Deed of Trust (a) shall be construed as a Deed of Trast onSection 9.01 real property, and (b) shall also constitute and serve as a “Security Agreement” ” as defined in the California Commercial Code, and shall constitute until the grant of this Deed of Trust shall terminate as provided in -hereof, a first and prior- security interest utrdei- the Code as to pr-operty within the scope thereof and in the state where the Secured Property is located with respect to the Personalty, Fixtures, Contracts and Leases. To this end. Grantor GRANTS to, has GRANTED, BARCADED, CONVEYED, ASSIGNED, TRANSFERRED, and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee and Beneficiary, a security irrterest in all of Grairtor's right, title and interest in, to, urrdet- and with respect to the Personalty, Fixtures, Contracts, Proceeds and Leases (collectively, the “Personal Property”) to secure the full and timely payment of the Indebtedness and the firll and timely performance and discharge of tire Obligations. It is tire intent of Grantor, Beneficiary, and Trustee that this Deed of Trust encumber all Leases and that all items contained in the definition of “Leases” which are included within the Code be covered by the security interest granted in this Article IX; and all items contained in the definition of “Leases” which are excluded from the Code be covered by the provisions of -hereof. Grantor shall not create or allow the creation of any other security interest in tlie Personal Property. Grantor authorizes the filing of financing and continuation statements covering the Personal Property from time to time in such form as Beneficiary may require to perfect and continue the perfection of Beneficiary's security interest with respect to said property, and to reimburse Beneficiary for any costs incuned in filing such financing statements and any continuation statements. Grantor and Beneficiary agree that the filing of a financing statement in the records normally haviirg to do with personal property shall never be constraed as in any way impairing tills declaration and the stated intention of the parties hereto that everything used in connection with the operation or occupancy of said property or the production of income therefrom (which is owned by Grantor) is and, at all times and for all purposes and in all proceedings, both legal and equitable, shall be regarded as Real Property encumbered by this Deed of Trust. Upon the occurrence of any Event of Default by Grantor, Beneficiary shall have the riglits and remedies of a secured party under the California Commercial Code, as well as all othei- riglits and remedies available at law or in equity or as provided herein, all at Beneficiary’s option. Fixture Filing. This Deed of Trust shall also constitute a "fixture filing" for theSection 9.02 purposes of the Code. All or- part of the Secured Property are or are to become fixtures; information concei-ning the secuilty interest herein granted may be obtained from either party at the address of such party set forth herein. For purposes of the security interest lierein granted, the address of debtor (Grantor) is set forth in tlie first paragraph of tills Deed of Trust anti the address of the secured party (Beneficiary) is set forth in Article I hereof. No Required Action. Trastee shall not be required to take any action toward theSection 9.03 execution and enforcement of the trust hereby created or to institute, appear in, or defend any action, suit, 01- other proceeding in connection therewith where, in Trustee's opinion, such action would be likely to involve Trustee in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to Trustee against any and all cost, expense, and liability arising therefrom. Trustee shall not be responsible for the execution, acknowledgment, or validity of the Loan Documents, or for the proper authorization thereof, or for tine sufficiency of the lien and security interest purported to be created liereby, and Trustee makes no representation in respect thereof or in respect of the rights, remedies, and recourses of Beneficiary. January 7, 2019Page 29 of 37Deed of Trast - 91 Montague Expressway Certain Rights, with the approval of Beneficiary, Tnistee sliall have the right to takeSection 9.04 any and all of the following actions: (!) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters ailsing liereunder, including tire preparatioir, executioir, and interpretation of the Loan Documents, and slrall be fully protected in relying as to legal matters on the advice of counsel, (11) to execute any of the tnrsts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys, (ill) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in' the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineei- or other expert, agent or attorney-in-fact, if selected with reasonable care, or foi- any enor of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable undei' any circumstances wlratsoever, except for Trustee's gross negligence or bad faith, and (iv) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Secured Property for debts contracted for or liability or damages incurred in the management or operation of tire Secured Property. Trustee shall have tire riglrt to rely on any instrument, document, or signature autlrorizing or supporting any action taken or proposed to be taken by Trustee hereunder, believed by Tmstee iir good faith to be geiruiire. Trustee shall be entitled to reimbursement for expenses incurred by Trustee in the performance of Trustee's duties hereunder and to reasonable compensation for such of Trustee's services hereunder as shall be rendered. Grantoi- will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save Trustee liarmless against, any and all liability and expenses which may be incurred by Trustee in the performance of Trustee's duties. Retention of Money. All moneys received by Trustee sliall, until used or applied asSection 9.05 herein provided, be held in trust for the purposes for whicli they were received, but need not be segregated in any manner from any other moneys (except to tire extent required by applicable law) and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder. Successor Trustees. Trastee may resign by the giving of notice of such resignation in in the Section 9.06 writing or vei-bally to Beneficial^. If Trustee sliall die, resign, or become disqualified from actin execution of this trust, or if, for any reason. Beneficiary shall prefer to appoint a substitute Trastee or multiple substitute Trustees, or successive substitute Trustees or successive multiple substitute Trastees, to act instead of the aforenamed Trustee, Beneficiary sliall have full power to appoint a substitute Trustee (or, if prefened, multiple substitute Trustees) in succession who shall succeed (and if multiple substitute Trustees are appointed, each of such multiple substitute Trustees sliall succeed) to all the estates, rights, powers, and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, sucli appointment shall be conclusively presumed to be executed with authoidty and shall be valid and sufficient without proof of any action by the board of directors or any superior officei- of the corporation. Grantor liereby ratifies and confirms any and all acts which the aforenamed Trustee, or Trustee's successor or successors in this trust, shall do lawfully by virtue hereof. If multiple substitute Trustees are appointed, each of such multiple substitute Trustees shall be empowered and authorized to act alone without the necessity of the joinder of the other multiple substitute Trustees, whenever airy action or undertaking of such substitute Trustees is requested or required uirder or pursuant to tills Deed of Trust or applicable law. Perfection of Appointment. Should any deed, conveyance, or instrument of anySection 9.07 nature be required from Grantor by any Trustee or substitute Trastee to more fully and ceitainly vest in lanuaryy, 2019Page 30 of 37Deed of Trast-91 Montague Expressway and confirm to the Trustee от substitute Trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Grantor. Section 9.08 provisions hereof shall, without any furtlier act, deed, or conveyance, become vested with all the estates, properties, rights, powers, and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, tipon the written request of Beneficiary or of the substitute Trustee, the Trustee ceasing to act shall execute and deliver any instrument transfendng to such substitute Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the Trustee so ceasirrg to act, arrd shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute Trustee so appointed in the Trustee’s place. Section 9.09 anything required to be observed, perfornred, or fulfilled or to be given to Trustee or Beneficiary pursuant to the Loan Documents, iircluding without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal, or insurance policy, neither Trustee nor Beneficiary shall be deemed to have wananted, consented to, or affirmed the sufficiency, legality, effectiveness, or legal effect of the same, or of any term, provision, or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty or affirmation with respect thereto by Trustee or Beneficiary. Succession Instruments. Any substitute Trustee appointed pursuant to any of the No Representation by Trustee or Beneficiary. By accepting or approving Article X. Miscellaneous Section 10.01 Release. If the Indebtedness is paid in full in accordance with the terms of this Deed of Tnrst, the Notes, and the other loan Documents, and if Grantor shall well and truly perform eacli and every of the Obligations to be performed and disclrarged in accordance with the terms of this Deed of Trast, the Notes, and the other Loan Documents, then this conveyance shall be released at Grantor’s request and expense, and Beneficiary shall have no further obligation to make advances under and pursuant to the provisions hereof or in the other Loan Documents. Section 10.02 Performance at Grantor's Expense. Subject to the provisions of Section 8.09 hereof. Grantor shall (!) pay all legal fees incurred by Beneficiary in connection with die preparation of the Loan Documents (including any amendments thereto or consents, releases, or waivers granted thereunder); (ii) reimburse Beneficiary, promptly upon demand, for all amounts expended, advanced, or incurred by Beneficiary to satisfy any obligation of Grantor under the Loan Documents, which amounts shall include (without limitation) all court costs, attorneys' fees (including, without limitation, for trial, appeal, or other proceedings), fees of auditors and accountants and other investigation expenses reasonably incuned by Beneficiary in connection with any such matters; and (ill) any and all other costs and expenses of performing or complying with any and all of the Obligations. Except to the extent that costs and expenses are included within the definition of “Indebtedness,” the payment of such costs and expenses shall not be credited, in any way and to any extent, against any installment on or portion of the Indebtedness. Section 10.03 Survival of Obligations. Eacli and all of the Obligations shall survive the execution and delivery of the Loan Documents and the consummation of the loan called for therein and shall continue in full force and effect until the Indebtedness shall have been paid in full; provided, however, that nothing contained in this Section shall limit the obligations of Grantor as otherwise set forth herein. January 7, 2019Page 31 of 37Deed of Trust-91 Montague Expressway Section 10.04 Recording and Filing. Grantor will cause the Loan Documents requested by Beneficiary and ah amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded, and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, documentary stamp taxes, fees, and other charges. Section 10.05 Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing. For purposes of notice, the addresses of the parties shall be as set forth herein; provided, however, that either party shah have the right to change its address for notice hereunder to any other location within the continental LJnited States by the giving of 30 days’ notice to the other party in the manner set forth Irerein. Section 10.06 Covenants Renning with the Land. Ah Obligations contained in this Deed of Trust and the other Loan Documents are intended by Grantor, Beneficiary, and Trustee to be, and shah be construed as, covenants running with the Secured Property until the hen of this Deed of Trust has been fully released by Beneficiary. Section 10.07 Seccessors and Assigns. Subject to the provisions of Section 6.07 hereof, ah of the terms thereto, their successors, assigns, heirs, and legal represeirtatives, and ah other persons claiming by, through, or under them. Section 10.08 No WAIVER; Severability. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict per-formance by Grantor or others of any of the terms, provisions, or conditions of the Loan Documents shah not be deemed to be a waiver of same or of any other terms, provisions, or conditions tliereof, and Trustee or Beneficiary shah have the right at any time or times thereafter to insist upon strict performance by Grantor or others of any and ah of such terms, provisions, and conditions. The Loan Documents are intended to be performed in accordance with, and only to the extent permitted by, ah applicable Legal Requirements. If any provision of any of the Loan Documents or the application thereof to any person or circumstance shah, for any reason and to any extent, be invalid or unenforceable, then neither the remainder of the iirstrument in which such provision is contained nor the application of such provision to other persons or circumstances nor the other instruments referred to herein shah be affected thereby, but rather shah be enforced to the greatest extent permitted by law. The invalidity or unenforceability of any one (1) or more provisions of this Deed of Trust will in no way affect any other provision. Section 10.09 Counterparts. To facilitate execution, this Deed of Trust may be executed in as many counterparts as may be convenient or required. It shah not be necessary that the signature and acknowledgment of, or on behalf of, each party, 01- that the signature and acknowledgment of ah persons required to bind any party, appear on each counterpart. Ah counterparts shah collectively constitute a single instroment. It shah not be necessary in making proof of this Deed of Trust to produce or account foi- more than a single counterpart containing the respective signatures and acknowledgment of, or on behalf of, each of the parties hereto. Any signature and acknowledgment page to any counterpart may be detaclied from such counterpart without impairing the legal effect of the signatures and acknowledgments thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature and acknowledgment pages. Section 10.10 Waiver of Fraudulent Inducement. Neither Beneficiary nor any affiliate of Beneficiary has made any representation, warranty, or statement to Grantor in order to induce Grantor to of the Loan Documents shah apply to, be binding upon, and inure to the benefit of the parties January 7, 2019Page 32 of 37Deed of Trust-91 Montague Expressway execute this Deed of Trust. Grantor hereby expressly waives any claim of fraudulent inducement to execute this Deed of Trust and further disclaims any reliance or statements on or representations of Beneficiary in waiving such claim. Section 10.11 Governing Law. This Deed of Trust is executed and delivered as an incident to a lending transaction negotiated and consummated in Santa Clara County, California, and shall be governed by and construed in accordance with the laws of the State of California. Grantor, for itself and its successors federal courts in Utali, (11) waives, to the fullest extent permitted by law, any objection that it may now or in the future have to tire laying of venue of any litigation arising out of or in connection with any Loan Document brought in the Superior Court of Santa Clara Couirty, California, (ill) waives any objection it may now or hereafter have as to the venue of any such action or proceeding brouglit in such court or that sucli court is an inconvenieirt forum, and (iv) agrees that any legal proceeding against any party to any Loan Document arising out of or in connection with any of the Loan Documents may be brought in one of the foregoing courts. Grantor agrees that service of process upon it may be made by certified or registered mail, return receipt requested, at its address specified herein. Nothiirg herein shall affect the right of Beneficiary to serve process in any other manner permitted by law or sliall limit the right of Beneficiary to bring any action or proceeding against Grantor or with respect to any of Grantor's property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this ttansaction, including, without limitation, contact claims, tort claims, breach of duty claims, and all other common law and statutory claims. Grantor acknowledges that these waivers are a material inducement to Beneficiary’s agreement to enter into agreements and obligations evidenced by tlie Loan Documents, that Beneficiary has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this section are irrevocable, meaning that they may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of the applicable Loan Document. In connection with any litigation, this Deed of Tntst may be filed as a written consent to a trial by the court. Section 10.12 Waiver of Consequential, Punitive and Speculative Damages. Grantor and Beneficiary agree that, in connection with any action, suit, or proceeding relating to or arising out of this Deed ofTnrst or any of the other Loan Documents, each mutually waives to the fullest extent permitted by applicable law any claim for consequential, punitive or speculative damages. Section 10.13 Controlling Agreement. In the event of any conflict between the provisions of this Deed of Trust and airy of tire otlrer Loair Docunrents, it is the intent of the parties hereto that tire provisions of the Loan Agreement shall control followed by the terms contained in this Deed of Trust. The parties hereto acknowledge that they were represented by competent counsel in connection with the iregotiation, drafting and execution O'f the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning agaiirst tire party which drafted same. Section 10.14 Subrogation. If any or- all of the proceeds of the Notes have been used to extinguish, extend or renew any indebtedness heretofore existing against the Secured Property, then, to the extent of suclr funds so used. Beneficiary shall be subrogated to all of the rights, claims, liens, titles, and interests existing against the Secured Property heretofore held by, or in favor of, the holder of such indebtedness aird such former rights, claims, lieirs, titles, and interests, if any, are not waived but rather are continued in full foi-ce and effect in favoi- of Beneficiary and are merged with the lien and security interest created herein as cumulative security for the repayment of the Indebtedness and the perfomrance and discharge of the Obligations. and assigns, hereby irrevocably (!) submits to the nonexclusive jurisdiction of the state and January?, 2019Page 33 of 37Deed of Tmst-91 Montague Expressway Section 10.15 Rights Cumulative. Beneficiary sliall liave all rights, remedies, and recourses granted in the Loan Documents and available at law or in equity (including, without limitation, those granted by the Code and applicable to the Secured Property or any portion thereof, and the same (!) shall be cumulative and concurrent, (11) may be pursued separately, successively, or concurrently against Grantor or others obligated for the Indebtedness or any part thereof, or against any one or more of them, or against the Secured Property, at the sole discretion of Beneficiary, (ill) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that tire exercise, discontinuance of the exercise of or failure to exercise any of the same slrall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (iv) are intended to be, and shall be, nonexclusive. All rights and remedies of Beneficiary hereunder and under the other Loan Documents shall extend to any period after tire initiation of foreclosure proceedings, judicial or otlierwise, witlr respect to the Secured Property. Section 10.16 Payments. Remittances in paynrent of any part of tire Itrdebtedness other than iir the required amount in funds imirrediately available at tire place where the Notes is payable shall not, regardless of airy receipt or credit issued therefor, coirstitute payment until the required anrount is actually received by Beneficiary in funds imnrediately available at the place rvlrere the Notes is payable (or such other place as Beneficiary, in Beneficiary’s sole discretion, may have established by delivery of written notice thereof to Grantor) and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Beneficiary of any payment in an amount less than the amount then due shall be deemed an acceptance account only, and the failure to pay the entire amount then due shall be and continue to be an Event of Default. Section 10.17 Headings. The Article, Section, and Subsection entitlements liereof are inserted for convenience of reference only and shall in no way alter, modify, or define, or be used in construing the text of sucli Articles, Sections, or Subsections. Section 10.18 Entire Agreement; Amendment. This Deed of Trust and the other Loan Documents embody the final, entire agreement among the parties hereto and supersede ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS. OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. Tire provisions hereof and the 0tirer Loan Documents may be amended or waived only by an instrument in writing signed by Grantor and Beneficiary. Section 10.19 COUNTING OF Days. The term "days” when used herein shall mean calendar days. If any time period ends on a Saturday, Sunday or holiday officially recognized by the state within which the Land is located (whether- legal or religious in nature), the period shall be deemed to end on the next succeeding business day. The term "business day” or “Business Day” when used herein shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Santa Clara County, California are authorized by law to be closed. Section 10.20 BENEFICIARY’S Discretion. Wlrenever pursuant to this Deed of Trust, Beneficiary exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Beneficiary, the decision of Beneficiary to approve OJ- disapprove or to decide wlietlier arrangements or terms are satisfactory ΟΙ- not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Beneficiary and shall be final and conclusive. on January 7, 2019Page 34 of 37Deed of Trust - 91 Montague Expressway Section 10.21 No Merger of Estates. So long as any pait of the Indebtedness and the Obligations secured hereby remain unpaid and unperformed or undischarged, the fee and leasehold estates to the Secured Property shall not merge but rather sliall remain separate and distiirct, notwithstanding the union of such estates either in Grantor, Beneficiary, any lessee, or any third party purchaser or otherwise. Section 10.22 Subsequent Bankruptcy. In the event of Grantor’s subsequent default hereunder. Grantor hereby covenants not to impede Beneficiary's rightful exercise of its right under the loan Documents by seeking protection under Title 11 of the United States Bankruptcy Code. Grarrtor hereby agrees that the negotiations leading up to the execution of the Loan Documents, including this Deed of Trust, have been the equivalent of a restructuring transaction under the protection of the bankruptcy stay, tlrat it acknowledges that tills has been an adequate opportunity for Grantor, to achieve a restructuring of its debts and that it represents a fair resolution of all issues such that a subsequent bankruptcy proceeding would amount to a second bankruptcy proceeding. Therefore, Grantor agrees, that in consideration of the Loan Documents, including this Deed of Trust, Grantor- will not seek protection under Title 11 of the United States Bankruptcy Code. Further, in the event that an order for relief pursuant to Title 11 of the United States Bankmptcy Code is entered against Grantor, Grantor hereby consents to relief from tire automatic stay pursuant to 11 U.S.C. §362 and hereby irrevocably waives all defenses or objections thereto, in order to permit Beneficiary to pursue its right under general law. Section 10.23 Notice of Indemnification. Grantor hereby acknowledges and agrees that this Deed of Trust contains certain indemnification provisions (including, without limitation, those contained in Sections 8.03 hereof) which, in certain circumstances, could include and indemnification by Grantor of Beneficiary from claims or losses arising as a result of Beneficiary's own negligence. Section 10.24 Waiver of Right to Trial by Jury; Waiver of Statute of Limitations. To tire maximum extent permitted by law. Grantor hereby irrevocably and unconditionally WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCIAIM THAT RELATES TO OR ARISES OUT OF ANY OF THE LOAN Documents or the acts or FAILURE TO ACT OF OR BY Beneficiary in the enforcement of any of the terms or PROVISIONS OF THIS Deed of Trust OR THE other Loan Documents. Grantor HEREBY WAIVES THE PLEADING OF ANY AND ALL STATUTES OF LIMITATION AS A DEFENSE TO ANY ACTION BROUGHT AGAINST Grantor by BE№FICIARY OR Trustee, to the fullest extent PERMITTED BY LAW. Section 10.25 Trustee. Ti-ustee accepts this trust when this Deed of Trust is recorded. From time to time upon written request of Beneficiary and presentation of this Deed of Trust for endorsement, and without affecting tire personal liability of any person for payment of any indebtedness or performance of any Obligation secured hereby. Trustee may, without liability tlierefol- and without notice, and upon the direction of Beneficiary: reconvey all or any part of the Property; consent to the making of any map or plat tliereof; join in any grant of easement thereon, any declaration of CC&Rs, any extension agreement or any agreement subordinating the lien or cliarge hereof. Beneficiary may remove Trustee or any successor- Trustee at any time or- times and appoint a successor Ti'ustee by recording a written substitution in the county where the Real Property covei'ed by this Deed of Trust is located, or in any other manner pei-mitted by law. Upon that appointment, all of the powers, rights and authority of Trustee will immediately become vested in its successor. Section 10.26 Miscellaneous. Time is of the essence as to all Obligations secured by or arising under- this Deed of Trust. The term “Grantor” includes both the original Grantor and any subsequent owners of any of the Property, and the term “Beneficiai-y” includes the original Beneficiai-y andowner or January 7, 2019Page 35 of 37Deed of Trust-91 Montague Expressway also any future owner or holder, including pledges and participants, of the Note or any interest therein. Beneficiary may at any reasonable times enter upon and inspect the Property in person or by agent. In Witness Whereof, Grantor has executed and delivered this Deed of Trust as of the day and year first above written. Grantor: Ninety-Nine Homes LLC, a California limited liability company ΗΑηίν) EIN: Address: 2186 Paseo Del ٥1'0 San Jose, California 95124 (،Acknowledgment contulned on the following pagel January?, 2019Page 36 of 37Deed of Tmst - 91 Montague Expressway Acknowledgement STATE OF йп \\/{ъгп}{ ___ COUNTY OF اعفل ) ) On the Zi day of_ - in the year 20۶before me, the undersigned, personally appeared Mary Tuyet Ly, Managedof Ninety-Nine Hornmoe, personally known to me or proved to me on the basis of satisfactory evidence to be th^ndivic^٠wlrose nam-are subscribed to the within instrument and acknowledged to me that he.t^xecuted the same in hís/^^their capacity, and that by his/0pftheir signatures oir the instru^be individualkah 01" the persoirs upon belralf of wliicli the x/UÌìN٥٠-ị (SEAL) H-My comnrission expires: GONZALEZ-VELARDE!.Notary Public - Calitcrniaا Alameda County Commission# 2162984 ي - 2020,19 xpires Aua ٩؟0؟؛. \ January 7, 2019Page 37 of 37Deed of Trust - 91 Montague Expressway A notary pub!!c or other officer con٦pleting this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. state of California ) ) ss. County of ■Хлпй 6Ιλγ،٥٦ ) àanựùiỊ ζ<> ĩ٠ bồặa\ùl· Ve/ịa ỴTẨC/ On before me. ỊÌarỊ Tyft LijNotary Public personally appeared who proved to me on the basis of satisfactory evidence to be the person^whose name^ế^resub^bed to the within instrUme^Hd acknowi؛dge٤,to me that he./they executed٩he ؛ame inhis/.heir authorized capacity(!^, and that by his٠/the¡r signature^) on the instrument the person^, or the entity upon behalf of which the personilacted, executed the instrument. 1 certify under PENAlfY OF PERJURY under the laws of the state of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ŤŮS!GNATURE سير II. G٥NZALEZ-VELARDENotary Public - Calitornia Alameda County :ấ CA-Nota^ Ackoowledgmcnt - Oqc Page Schedule A List ٥F Beneficiaries Commitment Amount Pro Rata ShareLender Robert Lee Lathen and Rebecca Ann Lathen, as Co-Trustees of the Robert Lee Lathen and Rebecca Ann Lathen Revocable Trust dated Lune 13,2012 0.3333333%25,000.00 0.000000%30,000.00Rooster Coop LLC 3 0.8000000%60,000.00Keith Douglas.0- Lohn p. Hurwitz and Courtney A. Hurwitz, as Co-Trustees of the Lohn p. Hurwitz and 4 Courtney A. Hurwitz 2014 Family Trust, dated Mav 14, 2014 1.0000000%75,000.00 5 1.0000000%75,000.00Stephen L. Nordstrom Andre M. Lortz and Cara L. Lortz, Trustees of the Lortz Asset Protection Tiust dated March 3,2017 6 1.3333333%100,000.00 7 4.0000000.7.300,000.00Founders Group LLC 8 4.0000000%300,000.00Seven Total LLC 9 14.2000000%1,065,000.00PCG Select Series LL LLC 10 26.4000000%$ 1,980,000.00PCG Select Series Secured LLC 11 46.5333333%$ 3,490,000.00Reef Prefened Holding- LanuaryT, 2019Schedule A - Page 1 of 1Deed of Trust-91 Montague Expressway Schedule в Legal Descrlption of the Real Property Beginning at tlie point of intersection of tlie center line of Trimble Road with tlie Westeily line of tire lands and the right-of-way of tlie Southern Pacific Railroad Company; thence from said point of begiitning Westei'ly along tire said center litre of Tiimble Road 160 feet; tlrence Noi'therly 583 feet, more or less, iir a direct line to a jroint in tire Easterly jrroloirgation of tire Northerly line of tlrat certain parcel of land described iir the Deed from Abe De Cries, et al, to Frairk Garibaldi, et их, dated May 15, 1946 and recorded May 23, 1946 iir Book 1360, page 109, Official Records, said point in said Easterly prolongation being distant Westerly tlrereon 148 feet from the point of intersection of said Easterly prolongatioir witlr the said Westerly line of the lairds aird riglrt-of-way of the Southern Pacific Railroad Company; tlreirce Easterly aloirg said Easterly jrrolongation 148 feet to the said Westerly line of tire lands aird right-of-way of tire Soutlreirr Pacific Railroad Coirrjrairy; tlreirce Southerly aloirg said Westeily liire 602 feet, irrore or less, to lire point of beginiring aird being a jrortion of Lot 36 of tire Milpitas Ranclro. EXCEPTING THEREFROM tlrose portioirs thei'eof described as Parcels “H” and "HH” in tire deed to the County of Sairta Clara recorded March 2, 1973 in Book 026٥, page 243, Official Records. OLD APN: 086-34-023 NEW APN: 083-42-002 JanuaiyT, 2019Sclredule B - Page 1 of 1Deed of Ti'ust-91 Montague Expressway EXHIBIT D -This document was electronically submitted to Santa Clara County for recording** RECORDING REQUESTED BY EPN/ OLD REPUBLIC TITLE COMPANY Escrow No.: 0125002038 APN: 083-42-002 WHEN RECORDED MAIL TO RP20 91 Montague LLC c/o Reef-PCG LLC 160 West Canyon Crest Road Alpine, UT 84004 24584013 Regina Alcomendras Santa Clara County - Clerk-Recorder 08/21/2020 11:42 AM Titles: 1 Pages :3 Fees $106.00 Tax $0 Total: $10600 SPACE ABOVE THIS LINE FOR RECORDERS USE Assignment of Deed of Trust DJ/dj DOC #24584013 Page 2 of 3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO RP20 91 Montague LW c/o Reef-PCG LW 160 West Canyon Crest Road Alpine, UT 84004 ASSIGNMENT OF DEED OF TRUST FOR VALUE RECEIVED, the undersignd represents that it is the Agent and Attorney-in-Fact for those individuals/entities listed on the attached Schedule "K, and their successors and assign, hereby grants, assigns and transfers to RP20 91 Montague LLC, a Utah limited liability company, all beneficial interest under that certain Deed of Trust dated January 7, 2019 executed by Ninety-Nine Homes LLC, a California limited liability company, Trustor(s), Adam Gillman, of Deverich & Gillman LLP, as Trustee, and recorded as Instrument No. 24105266 on January 29, 2019, of Official Records in the County Recorder's office of Santa Clara, County, California, AS DESCRIBED IN SAID DEED OF TRUST. TOGETHER with the note or notes therein described or referred to, the money due and to become due thereon with interest, and all rights accrued or to accrue under said Deed of Trust. Dated dal/ 20,z2 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is Reef-PCG LLC, a Utah limited liability company, as Agent and Attorney-in-Fact for those individuals/entities listed on the attached Schedule "A" By' eCou e., its Managing Director State of Utah County of UTAkt On I 2- 02- 0 before me mktg.% TAILD9- a Notary Public, personally appeared Chad DeCoursey, who proved to me n the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Thrtr Signature v (Seal) MARJORY TAYLOR Notary Public Slate of Utah My Commission Expires January 15,2023 Commission Number 703930 DOD #24584013 Page 3 of 3 Schedule "A" List of Benediciaries Lender Commitment Amount Pro Rata Share Robert Lee Lathen and Rebecca Ann Lathen, as Co-Trustees of the Robert Lee Lathen and Rebecca Ann Lathen Revocable Trust dated June 13, 2012 25,000.00 0.3333333% 2 Rooster Coop LLC 30,000.00 0.4000000% 3 Keith Douglas Paulsen 60,000.00 0.8000000% 4 John P. Hurwitz and Courtney A. Hurwitz, as Co-Trustees of the John P. Hurwitz and Courtney A. Hurwitz 2014 Family Trust, dated May 14, 2014 75,000.00 1.0000000% 5 Stephen L. Nordstrom $ 75,000.00 1.0000000% 6 Andre M. Lortz and Cara L. Lortz, Trustees of the Lortz Asset Protection Trust dated March 3, 2017 $ 100 000.00 1.3333333% 7 Founders Group LLC $ 300 000.00 4.0000000% 8 Seven Total LLC $ 300,000.00 4.0000000% 9 PCG Select Series II LLC $ 1,065,000.00 14.2000000% 10 PCG Select Series Secured LLC $ 1,980,000.00 26.4000000% 11 Reef Preferred Holdings LLC $ 3,490,000.00 46.5333333% EXHIBIT E **This document was electronically submitted to Santa Clara County for recording" 24585260 RECORDING REQUESTED BY: ePN/ Old Republic Title Company AND WHEN RECORDED TO: See Exhibit "A" attached c/o REEF-PCG LLC 160 W. Canyon Crest Rd., Ste #2 Alpine, UT 84004 Forward Tax Statements to the address given above Regina Alcomendras Santa Clara County - Clerk-Recorder 08/24/2020 10'.28 AM Titles. 1 Pages .4 Fees $109.00 Tax: $0.00 Total. $109.00 TS #: 0125002038 Loan 99 TRUSTEE'S DEED UPON SALE SPACE ABOVE LINE FOR RECORDERS USE A.P.N.: 083-42-002 Transfer Tax: $0.00 THIS TRANSACTION IS EXEMPT FROM THE REQUIREMENTS OF THE REVENUE AND TAXATION CODE, SECTION 480.3 The Grantee Herein was the Foreclosing Beneficiary. The Amount of the Unpaid Debt was $11,717,823.87 The Amount Paid by the Grantee was $5,000,000.00 Said Property is in the City of Milpitas, County of Santa Clara Old Republic Title Company, a California corporation, as Trustee, (whereas so designated in the Deed of Trust hereunder more particularly described or as duly appointed Trustee) does hereby GRANT and CONVEY to See Exhibit "A" attached (herein called Grantee) but without covenant or warranty, expressed or implied, all right title and interest conveyed to and now held by it as Trustee under the Deed of Trust in and to the property situated in the county of Santa Clara, State of California, described as follows: See Exhibit "B" attached here and made a part hereof This conveyance is made in compliance with the tenns and provisions of the Deed of Trust executed by Ninety- Nine Homes, LLC, a California limited liability company as Trustor, dated 1/7/2019 of the Official Records in the office of the Recorder of Santa Clara, California under the authority and powers vested in the Trustee designated in the Deed of Trust or as the duly appointed Trustee, default having occurred under the Deed of Trust pursuant to the Notice of Default and Election to Sell under the Deed of Trust recorded on 1/29/2019, instrument number 24105266, of official records. Trustee having complied with all applicable statutory requirements of the State of California and performed all duties required by the Deed of Trust including sending a Notice of Default and Election to Sell within ten days after its recording and a Notice of Sale at least twenty days prior to the Sale Date by certified mail, postage pre-paid to each person entitled to notice in compliance with California Civil Code 29246. DOC #24585260 Page 2 of 4 TRUSTEE'S DEED UPON SALE TS #:0125002038 Loan #: 99 All requirements per California Statutes regarding the mailing, personal delivery and publication of copies of Notice of Default and Election to Sell under Deed of Trust and Notice of Trustees Sale, and the posting of copies of Notice of Trustees Sale have been complied with. Trustee, in compliance with said Notice of Trustees sale and in exercise of its powers under said Deed of Trust sold said real property at public auction on 8/21/2020. Grantee, being the highest bidder at said sale became the purchaser of said property for the amount bid, being $5,000,000.00, in lawful money of the United States, in pro per, receipt thereof is hereby acknowledged in full/partial satisfaction of the debt secured by said Deed of Trust. In witness thereof, Old Republic Title Company, a California corporation, as Trustee, has this day, caused its name to be hereunto affixed by its officer thereunto duly authorized by its corporation by-laws. Date: 8/21/2020 Old Republic Title Company, as Trustee By -ha; Ddlr ackson, Vice Presiden A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this cenificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF California COUNTY OF Contra Costa On 8/21/2020 before me, S Hamilton Notary Public, personally appeared, Debbie Jackson who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. hi S Hamilton (Seal) Contraconacountyis i o mmissipn- Lp 30 'Ire 1•10TAirel COMM' SS,ovS C-P1Crtbes, tp1/4) (LS ua NH- To ESeCall‘f e orza t.1-(03-2-O DOC #24585260 Page 3-of 4 Schedule "A" List of Benediciaries Lender Commitment Amount Pro Rata Share 1 Robert Lee Lathen and Rebecca Ann Lathen, as Co-Trustees of the Robert Lee Lathen and Rebecca Ann Lathen Revocable Trust dated June 13, 2012 25,000.00 0.3333333% 2 Rooster Coop LLC 30,000.00 04000000% 3 Keith Douglas Paulsen $ 60,000.00 0.8000000% 4 John P. Hurwitz and Courtney A. Hurwitz, as Co-Trustees of the John P. Hurwitz and Courtney A. Hurwitz 2014 Family Trust, dated May 14, 2014 $ 75,000.00 1.0000000% 5 Stephen L. Nordstrom $ 75,000.00 1.0000000% 6 Andre M. Lortz and Cara L. Lott; Trustees of the Lortz Asset Protection Trust dated March 3, 2017 $ 100,000.00 13333333% 7 Founders Group LLC $ 300,000.00 4.0000000% 8 Seven Total LLC $ 300,000.00 4.0000000% 9 PCG Select Series It LLC $ 1,065,000.00 14.2000000% 10 PCG Select Series Secured LLC $ 1,980,000.00 264000000% 11 Reef Preferred Holdings LTP $ 3,490,000.00 46.5333333% DOC #24585260 Page 4 of 4 ORDER NO. : 0125002038 EXHIBIT B The land referred to is situated in the County of Santa Clara, City of Milpitas, State of California, and is described as follows: Beginning at the point of intersection of the center line of Trimble Road with the Westerly line of the lands and the right-of-way of the Southern Pacific Railroad Company; thence from said point of beginning Westerly along the said center line of Trimble Road 160 feet; thence Northerly 583 feet, more or less, in a direct line to a point in the Easterly prolongation of the Northerly line of that certain parcel of land described in the Deed from Abe De Cries, et al, to Frank Garibaldi, et ux, dated May 15, 1946 and recorded May 23, 1946 in Book 1360, page 109, Official Records, said point in said Easterly prolongation being distant Westerly thereon 148 feet from the point of intersection of said Easterly prolongation with the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Easterly along said Easterly prolongation 148 feet to the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Southerly along said Westerly line 602 feet, more or less, to the point of beginning and being a portion of Lot 36 of the Milpitas Rancho. EXCEPTING THEREFROM those portions thereof described as Parcels "H" and "HH" in the deed to the County of Santa Clara recorded March 2, 1973 in Book 0260, page 243, Official Records. EXHIBIT F DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 ALIFQ RNIA VACANT LAND PURCHASE AGREEMENT SSO CIATION AND JOINT ESCROW INSTRUCTIONS F REALTORS® (C.A.R. Form VLPA, Revised 12/1 8) O>n My 9/28i2020 1. OFFER: A. THISISANOFFERFRQM Nlnety-Nine Homes LLC B. 3mg; _ L pnopermr m m. acqum n: mm in City. (Cmmy),Cdforrn _@GMe),Assasu’sPaudemchmmm. nih-Dmk _ . c. $9 30000000 Dollars $ D_ CLOSE 0F ESCROW shall occuron November 16, 2020 (date)(or Days Afler E. Buyer and Seller are referred to herein as the "Parties.” Brokers are not Parties to this Agreement.SelIeris RP2091 Montague LLC. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt ol a E‘Dlsclosure Regardlng Real Estate Agency Relatlonshlps" (C.A.R. Form AD). B. CONFIRMATION: The following agency relationships are confirmed for this transaction: Seller's Brokerage Firm License Number _ Is the broker of (check one): D the seller; 0r D both the buyer and seller. (dual agent) S ller‘ A nt License Number- I v' ‘- the Seller's Agent. (salesperson or broker associate) D both the Buyer’s and Sellers Agent. (dual agent) y v In e Firm License Number Is the broker of (check one): E] the buyer; or D both the buyer and seller. (dual agenl) Buyer‘s Agent License Number : «5:»th mm] D the Buyer's Agent. (salesperson or broker associate) D both the Buyer's and Seller's Agent. (duaI agent) C. POTENTIALLY COMPETING BUYERSAND SELLERS: The Parties each acknowledge receipt of a E’W'ossible Representatiofi of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS: Buyer represents that funds win be good when deposited with Seller. A. INIflAL DEPOSIT: Deposit shall be inthe amount of ........................................................................................$ $10,000.00 (1) Buyer Direct Daposit: Buyer shall deliver deposit directly to Seller by electronic funds transfer. E cashier's check. D personal check, D other within 5 business day after Acceptance (or ); 0R (2) D Buyer Deposit with Agent: Buyer has given the deposit by personal check (or to the agent submitting the offer (or to ), made payable to . The deposit shall be held uncashed until Acceptance and then deposited with Escrow Hoider wilhin 3 business days after Acceptance (or ]. Deposit checks given to agent shall be an original signed check and not a copy. (Note: Initial and increased deposits checks received by agent shall be recorded in Broker’s trust fund log.) B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Holder an increased deposit in lhe amount of .........$ within Days After Acceptance (or ). If lhe Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased Ei Eposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) e time the increased deposit is delivered to Escrow Holder. C. )3 ALL DASH OFFER: N0 loan is needed to purchase the Property. This offer is NOT contingent on Buyer -u. obtaining a loan. Wrinen verification of sufficient funds to close this transaction IS ATI'AGHED Io this offer l {1) or D Buyer shall. within X( 30) Days After Acceptance, Deliverto Sellersuch verification. D. LOANS): _ (1) FIRST LOAN: In the amount of ................................................................................................................... $ This loan will be conventional financing 0R D FHA, D VA, D Seller financing (CAR. Form SFA). D assumed financing (CAR. Form AFA). D subject to financing, D Other . This loan shali be at a fixed rate not to exceed % or. D an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % U D‘- h-n nmuunl (2) Du l" in the amount of This loan will be conventional financing 0R D Seller financing (CAR. Form SFA), D assumed ...$ financing (CAR. Form AFA). D subject to financing. D Other . This loan shall be at a fixed rate not to exceed % or, D an adjustable rate loan with initial rate not to exceed %. Regardless ol the type of loan. Buyer shall pay points not to exceed “/0 of the loan amount. (3) FHANA: For any FHA or VA loan specified in 30(1 }, Buyer has 17 (or _) Days After Acceptance to Deliver to Seller written notice (C.A.FL Form FVA} of any lender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct. Seller has no obligation to pay or satisfy tender requirements unless agreed in writing. A FHANA amendatory clause (CAR. Form FVAC) shalt be a part oLthis transaction. m Buyer's lnilials( ’W‘fij-) Seller’slnitials (Ln ) © 1996-201 8. California Association of HEALTORS®, Inc. \ -- 1211s (PAGE 1 or 11) pun; Date muoum W- VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 0F 1 1) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: W . CA 95035 Date: E. ADDITIONAL FINANCING TERMS: Buyerto gay all transaction and closing costs including title/escrow transaction fees taxes, etc. Buyer to reimburse Seller for all propedy taxes paid in September or October by the Seller. .19 BALANCE OF DOWN PAYMENT OR PURCHASE PflCE in the amount of ................................................... $ to be deposited with Escrow Holder pursuant to Escrow Holder instructions. PURCHASE PRICE (TOTAL): ..........................................................................................................................$W VERIFICATION OF DOWN PAYMENTAND CLOSING COSTS: Buyer (or Buyer‘s lender or loan broker pursuant to paragraph 3J(1 )) shall, within 7 (or _3 ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. (D Verification attached.) APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or M is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 198(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or_) Days After Acceptance. LOAN TERMS: LO N P ATIONS: Within 3 (or __) Days After Acceptance, Buyer shall Deliver to Seller a letterfrom Buyer's lender or I k st that, based on a review of Buyer’s written application and credit report, Buyer is prequalified or preapproved f ra ecified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification pre o | lette shall be based on the qualifying rate, not the initial loan rate. Cl Letter attached.) (2) LOAN CONTINGENCY: Buyer shall act diligently and in good faith to obtain the designated loan(s). Buyer’s qualification for the loan(s) specified above is a contingency of this Agreement unless otherwise agreed in writing. If there is no appraisal ntin en or e appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase e e no title Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified (3) LOA CONTINGENCY REMOVAL: Within 21 (or_) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement. If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. D O CONTINGENCY: Obtaining any loan specified above is NOT a contingency of this Agreement. If Buyer does b in e and as a result Buyer does not purchase the Property, Seller may be entitled to Buyer's deposit or other legal m ( ) L IMI 0N BUYER CREDITS: Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer’s lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. Y S AT FINANCING: Seller is relying on Buyer's representation of the type of financing specified (including but not o, s able, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific Io te se price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the nan s cifie this Agreement. Seller has no obligation to cooperate with Buyer’s efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. SELLER FINANCING: The following terms (or D the terms specified in the attached Seller Financing Addendum) (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. (1) BUYER’S CREDIT-WORTHINESS: Buyer authorizes Seller and/or Brokers to obtain, at Buyer’s expense, a copy of Buyer's credit report. Within 7 (or ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. (2) R ye promissory note, deed of trust and other documents as appropriate shall incorporate and implement the WI g dl | terms: (i) the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for e rfil deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (iii) Buyer shall gn a or a QUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller; (iv) note and deed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Seller’s option, upon the sale or transfer of the Property or any interest in it; (v) note shall contain a late charge of 6% of the installment due (or ) if the installment is not received within 1O days of the date due; (vi) title insurance coverage in the form of a joint protection policy shall be provided insuring Seller’s deed of trust interest in the Property (any increased cost over owner’s policy shall be paid by Buyer); and (vii) tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. (3) D , L D OR SUBSTITUTED BUYERS: The addition, deletion or substitution of any person or entity under this e e or 'tle prior to Close Of Escrow shall require Seller’s written consent. Seller may grant or withhold consent r’ s retion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the m u as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer’s expense, on any such person or entity. ASSUMED OR “SUBJECT TO” FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 198(3), remove this contingency or cancel this Buyer’slnitia|s( M" ) Seller’slnitials( “(w )( ) VLPA REVISED 12/18 (PAGE 2 OF 11) Print Date Q EQUAL HOUSING OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 OF 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: Q] Montague Expresswaa; Milpitas (:A 95(135 Date: Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer’s assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless othenNise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. 4. SALE 0F BUYER’S PROPERTY: A. This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. 0R B. D This Agreement and Buyer’s ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A.R. Form COP). 5. HI ACTURED HOME PURCHASE: The purchase of the Property is contingent upon Buyer acquiring a personal propertya d home to be placed on the Property after Close Of Escrow. Buyer D has D has not entered into a contract for the purchase o %I property manufactured home. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (or D this contingency shall remain in effect until the Close Of Escrow of the Property). 6. D CONSTRUCTION LOAN FINANCING: The purchase of the Property is contingent upon Buyer obtaining n tr tion loan. A draw from the construction loan D will D will not be used to finance the Property. Within the time specified in Nifla Buyer shall remove this contingency or cancel this Agreement (or D this contingency shall remain in effect until CloseO w fthe Property). 7. ADDENDA AND ADVISORIES: A. ADDENDA: MAddendum # 1 (C.A.R. Form ADM) D Back Up Offer Addendum (C.A.R. Form BUO) D Court Confirmation Addendum (C.A.R. Form CCA) D Septic. Well and Propertv Monument Addendum (C.A.R. Form SWPI) D Short Sale Addendum (C.A.R. Form SSA) D Other B. BUYER AND SELLER ADVISORIES: EBuyer’s Inspection Advisory (C.A.R. Form BIA) D Probate Advisory (C.A.R. Form PA) D Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) DTrust Advisory (C.A.R. Form TA) D REO Advisory (C.A.R. Form REO) D Short Sale Information and Advisory (C.A.R. Form SSIA) D Other 8. OTHER TERMS: 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES: Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) D Buyer D Seller shall pay for a natural hazard zone disclosure report, including taxD environmental D Other: prepared by (2) D Buyer D Seller shall pay for the following Report prepared by (3) D Buyer DSeller shall pay for the following Report prepared by B. ESCROW AND TITLE: (1) (a) M Buyer D Seller shall pay escrow fee (b) Escrow Holder shall be T'COR (c) The Parties shall, within 5 (or_ ) Days After receipt, sign and return Escrow Holder's general provisions. (2) (a) E BuyerD Seller shall payforowner’s title insurance policy specified in paragraph 18E (b) Owner‘s title policy to be issued by TICOR (Buyer shall pay for any title insurance policy insuring Buyer’s lender, unless otherwise agreed in writing.) C. OTHER COSTS: (1) Z Buyer D Seller shall pay County transfer tax or fee (2) Z Buyer D Seller shall pay City transfer tax or fee (3) Z Buyer D Seller shall pay Homeowners' Association (“HOA”) transfer fee (4) Seller shall pay HOA fees for preparing all documents required to be delivered by Civil Code §4525. (5) Buyer to pay for any HOA certification fee. (6) j Buyer D Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. (7) 2| Buyer DSeller shall pay for any private transfer fee (8) :l Buyer D Seller shall pay for (9) j Buyer D Seller shall pay for . 10. CLOSING AND POSSESSION: Possession shall be delivered to Buyer: (i) at 6 PM or ( E] AM/E PM) on the date of Close Of Escrow; (ii) D no later than_ calendar days after Close Of Escrow; or (iii) D at7D AM/D PM on . The Property shall be unoccupied, unless othen/vise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners‘ Association (“HOA“) to obtain keys to accessible HOA facilities. Buyer’slnitia|s( LN ) Seller’slnitials ( Q )( ) VLPA REVISED 12/18 (PAGE 3 OF 11) Print Date e EQUAL HOUSING OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: W Date: 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11B or C. B. ITEMS INCLUDED IN SALE: (1) A|| EXISTING fixtures and fittings that are attached to the Property; (2) The following items: None (3) Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. (4) A|| items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE: None 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS: Within the time specified in paragraph 19A, Seller shall, if required by Law: (i) Deliver to Buyer earthquake guide(s) (and questionnaire), environmental hazards booklet; (ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provide any other information required for those zones. WITHHOLDING TAXES: Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or OS). C. MEGAN’S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov. Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer’s inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http:I/www.npms.phmsa.dot.gov/. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUMIPLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or_) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). (2) If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 (or __) Days After Acceptance to request from the HOA (C.A.R. Form HOA1 ): (i) Copies of any documents required by Law; (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; (iii) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v) the names and contact information of all HOAs governing the Property (collectively, “Cl Disclosures“). Seller shall itemize and Deliverto Buyer all CI Disclosures received from the HOA and any Cl Disclosures in Seller’s possession. Buyer’s approval of Cl Disclosures is a contingency of this Agreement as specified in paragraph 19B(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A. Within the time specified in paragraph 19, if Seller has actual knowledge, Seller shall provide to Buyer, in writing, the following information: (1) LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in the Property or common areas, or any known notices of abatement or citations filed or issued against the Property. (2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51 200-51 295). (3) DEED RESTRICTIONS: Any deed restrictions or obligations. (4) FARM USE: Whetherthe Property is in, or adjacent to, an area with Right to Farm rights (Civil Code §3482.5 and §3482.6). (5) ENDANGERED SPECIES: Presence of endangered, threatened, ‘candidate' species, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances, materials, or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead-based paint, fuel or chemical storage tanks, and contaminated soil or water on the Property. (7) COMMON WALLS: Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. (8) LANDLOCKED: The absence of legal or physical access to the Property. (9) EASEMENTSIENCROACHMENTS: Any encroachments, easements or similar matters that may affect the Property. (1 O)SOIL FILL: Any fill (compacted or otherwise), or abandoned mining operations on the Property. (1 1)SOIL PROBLEMS: Any slippage, sliding, flooding, drainage, grading, or other soil problems. (1 2) EARTHQUAKE DAMAGE: Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. (1 3) ZONING ISSUES: Any zoning violations, non-conforming uses, or violations of “setback" requirements. (1 4) NEIGHBORHOOD PROBLEMS: Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS: Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. D TENANT ESTOPPEL CERTIFICATES: Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller‘s agent, and signed by tenants, acknowledging: (i) that tenants‘ rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults _exist; and (iii) stating the amount of any prepaid rent or security deposit. Buyer’s Initials (_L.__%( ) Seller’s Initials ( Lw )( ) VLPA REVISED 12/18 (PAGE 4 0F 11) Print Date mm“ DPPDRTUNITV VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 0F 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: 91 Montague Expressway, Milpitas , CA 95035 Date: D. MELLO-ROOS TAX; 1915 BOND ACT: Within the time specified in paragraph 19, Seller shall: (i) make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed, substantially equivalent notice), pursuant to the Mello-Roos Community Facilities Act, and Improvement Bond Act of 1915, and (ii) promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE: Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A. Prior to Close Of Escrow, Seller may engage in the following acts, (“Proposed Changes”), subject to Buyer’s rights in paragraph 158: (i) rent or lease any part of the premises; (ii) alter, modify or extend any existing rental or lease agreement; (iii) enter into, alter, modify or extend any service contract(s); or (iv) change the status of the condition of the Property. B. At least 7 (or __) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 (or_) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer’s objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY: Unless otherwise agreed in writing: (i) the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer’s Investigation rights; (ii) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal property not included in the sale shall be removed by Close Of Escrow. A. Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B. Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 193, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER’S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A. Buyer’s acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 193. Within the time specified in paragraph 193(1), Buyer shall have the right, at Buyer’s expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”), including, but not limited to, the right to: (i) inspect for lead-based paint and other lead-based paint hazards; (ii) inspect for wood destroying pests and organisms; (iii) review the registered sex offender database; (iv) confirm the insurability of Buyer and the Property; and (v) satisfy Buyer as to any matter specified in the attached Buyer’s Inspection Advisory (C.A.R. Form BIA). Without Seller’s prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations except for minimally invasive testing; or (ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law. B. Seller shall make the Property available for all Buyer Investigations. Buyer shall (i) as specified in paragraph 198, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii) give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens; (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers’ compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer’s direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer’s direction. Buyer’s obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY 0F THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE 0R DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS D0 NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION 0F THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Propeny shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of "setback” requirements. (Buyer should also investigate whether these matters affect Buyer’s intended use of the Property.) G. UTILITIES AND SERVICES: Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer’s |nitia|s(_,____3|_ ) Seller’slnitials ( Q )( ) VLPA REVISED 12/18 (PAGE 5 0F 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) Efikfifilfi DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: 91 Montague Expressway, Milpitas . CA 95035 Date: H. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. GEOLOGIC CONDITIONS: Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (lnundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners’ Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners‘ Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners’ Association requirements. N. SPECIAL TAX: Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act of 1915. O. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT: Conditions that may affect the abilityto place and use a manufactured home on the Property. 18. TITLE AND VESTING: A. Within the time specified in paragraph 19, Buyer shall be provided a current preliminary title report (“Preliminary Report”). The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer‘s review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 1QB. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information. B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. C. Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or Iong-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer’s supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a “CLTA/ALTA Homeowner’s Policy of Title Insurance”, if applicable to the type of property and buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (orM Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or 2-) Days After Acceptance, unless otherwise agreed in writing, to: (i) complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii) Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. (2) Within the time specified in paragraph 1QB(1 ), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.FL Form RRRR) Buyer’s requests. (3) By the end of the time specified in paragraph 193(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.FL Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer hasx (or _1_) Days After Delivery of any such items, or the time specified in paragraph 198(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. F39 Buyer’s Initials (7Lhu _ ) Seller's Initials ( w )( ) VLPA REVISED 12l18 (PAGE 6 OF 11) Print Date Q EQUAL HOUSING VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 11) °“’°'"""'" DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: 91 Montague Expressway, Milpitas , CA 95035 Date; (4) Continuation of Contingency: Even after the end of the time specified in paragraph 19B(1) and before Seller cancels, if at all, pursuant to paragraph 190, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer‘s written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 190(1). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. |n such event, Seller shall authorize the return of Buyer’s deposit, except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s): (i) Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or SB are not good when deposited; (ii) Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA); (iii) Deliver a letter as required by paragraph 3J(1); (iv) Deliver verification as required by paragraph 30 or 3H or if Seller reasonably disapproves of the verification provided by paragraph 30 or 3H; (v) Return Statutory Disclosures as required by paragraph 12A; or (vi) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs BB and 27B; or (vii) Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer’s deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER 0R SELLER TO PERFORM: The NBP or NSP shall: (i) be in writing; (ii) be signed by the applicable Buyer or Seller; and (iii) give the other Party at least 2 (or_) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT OF BUYER’S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall: (i) be signed by the applicable Buyer or Seller; and (ii) give the other Pany at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT 0F CANCELLATION 0N DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below, release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award. If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder’s notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions. A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller‘s expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performed by others; (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21 . FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property within 5 (or_) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 16; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller’s other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. Buyer’slnitia|s( [-u-H- ) Seller'slnitials ( la) )( ) VLPA REVISED 12/18 (PAGE 7 0F 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) Efi'imi’filfi DocuSign Envelope ID: D02E9353-51 73-41 05-83EF-08ED51 F924A4 property Address; 91 Montague Expressway, Milpitas , CA 95035 Date; 23. 24. 25. 26. PROBATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. BROKERS: A. COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Brokerand thatSelleror Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B. SCOPE 0F DUTY: Buyer and Seller acknowledge and agree that Broker: (i) Does not decide what price Buyer should pay or Sellershould accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii)Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale; (x) Shall not be responsiblefor providing legal ortax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. REPRESENTATIVE CAPACITY: If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Disclosure (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). JOINT ESCROW INSTRUCTIONS T0 ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 12B, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer’s or Seller’s funds, or both, as applicable, the Broker’s compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder’s general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 98(1 )(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or_) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B. A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance (or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller’s Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller’s FIRPTA obligation under paragraph 128, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C. Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder’s payment to Broker(s) of compensation pursuant to this Agreement. D. Upon receipt, Escrow Holder shall provide Seller and Seller’s Broker verification of Buyer’s deposit of funds pursuant to paragraph 3A and 38. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers: (i) if Buyer’s initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow. Buyer’s Initials ( (MLH- ) Seller’s Initials ( Q )( ) VLPA REVISED 12/15 (PAGE 8 of 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 property Address; 91 Montague Expressway, Milpitas , CA 95035 Date; E. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. 27. REMEDIES FOR BUYER’S BREACH 0F CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer’s default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructions from both Buyerand Seller,judicial decision orarbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYEFI AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES)PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM RID . Fa. m. Buyer's Initialsigl- Seller’s InitialsLl.- 28. DISPUTE RESOLUTION: A. MEDIATION: The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org) or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusions from this mediation agreement are specified in paragraph 286. B. ARBITRATION 0F DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1 283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING T0 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 0R JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS T0 DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION 0F DISPUTES’ PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY 0F THE CALIFORNIA CODE 0F CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “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.” Fm m Buyer’s Initials_LW* Seller’s Initials " w /__ C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-iudicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic’s lien. (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. l aw!- Buyer’slnitia|s( La; ) Seller’slnitials( [-65 )( ) VLPA REVISED 12/18 (PAGE 9 of 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 Property Address: 91 Montaque Expressway. Milpitas . CA 95035 Date: 30. 31. 32. 33. 34. 35. 36. 37. MULTIPLE LISTING SERVICE (“MLS”): Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. ATI'OFINEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 28A. ASSIGNMENT: Buyer shall not assign all or any part of Buyer’s interest in this Agreement without first having obtained the written consent of Seller. Such consent shall not be unreasonably withheld unless othenNise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer’s obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R. Form AOAA). EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counter offer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. TIME 0F ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. DEFINITIONS: As used in this Agreement: A. “Acceptance” means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party’s authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement” means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. C. “C.A.R. Form” means the most current version of the specific form referenced or another comparable form agreed to by the panies. D. “Close Of Escrow” means the date the grant deed, or other evidence of transfer of title, is recorded. E. “Copy” means copy by any means including photocopy, NCR, facsimile and electronic. F. “Days” means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. “Days After” means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. “Days Prior” means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. “Deliver”, “Delivered” or “Delivery", unless othenNise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page 11, regardless of the method used (i.e., messenger, mail, email, fax, other). I. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law” means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed” means either a handwritten or electronic signature on an original document, Copy or any counterpart. EXPIRATION OF OFFER: This offershall be deemed revoked and the deposit, ifany, shall be returned to Buyerunlessthe offer'Is Signed by Seller and a Copy of the Signed offer Is personally received by Buyer, or by . who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by EM/ WM, on (date)). F D One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. 10/2/2020 I 11:01:31 AM‘FQHT” BUYER ' ”Mm“Date M L \_ v ar‘ M'wzléflfflm. (Print name) y y Date BUYER (Print name) D Additional Signature Addendum attached (C.A.R. Form ASA). VLPA REVISED12/18(PAGE1Oof11) PrintDate Seller’slnmam w X ) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51 F924A4 property Address; 91 Montague Expressway, Milpitas , CA 95035 Date; 38. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. E (If (él'l/ezcg7gbggLLER'S ACCEPTANCE IS SUBJECT T0 ATTACHED COUNTER OFFER (C.A.R. Form SCO or SMCO) DATED: D One or more Sagers is si ning the Sgrelement i8 2 rReplgesentRaggechpfacitydijnd nof for him/herself as an individual. See attached e tiv a it nature isc osure . . . orm - or a itiona terms. 1892f§8% f 38P8L6. {R 'wha wan. ( ) Date (Print name) Chad Decours-eyL“”3’°’“’“°““ Date SELLER (Print name) D Additional Signature Addendum attached (C.A.R. Form ASA). )(Do not initial if making a counter offer.) CONFIRMATION 0F ACCEPTANCE: A Copy of Signed Acceptance was (-|nltla-|S) personally received by Buyer or Buyer’s authorized agent on (date) at DAM/DPM. A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer’s authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: Real Estate Brokers are not parties to the Agreement between Buyer and Seller. Agency relationships are confirmed as stated in paragraph 2. If specified in para raph 3A(2)Agent who submitted the offer for Buyer acknowledges receipt of deposit. COOPERATING BUYER’S) BROKER COMPENSATION. Sellers Broker agrees to pay Buyers Broker and Buyers Broker agrees t0 accept, out of Seller's Broker's proceeds in escrow the amount specified in the MLS provided Buyer’s Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller’s Broker and Buyer’s Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C A R. Form CBC) Declaration of License and Tax (C.A. R. Form DLT) may be used to document that tax reporting wi|| be required or th E. PRESENTATION OF OFFER: Pursu. shall confirm in writing that this offer h .09.”? -7, if Buyer’s Broker makes a written request, Seller‘s Broker Buyer’s Brokerage Firm DRE Lic. #_ _ By Date By Date Address ity State Zip Telephone Fax E-mail Seller’s Brokerage Firm DRE Lic. # By DRE Lic. # Date By DRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, E] a deposit in the amount of $ ), counter offer numbers D Seller’s Statement of Information and . and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder’s general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # D Department of Business Oversiqht, D Department of Insurance, D Department of Real Estate. PRESENTATION OF OFFER: ( ) Seller’s Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION OF OFFER: ( )( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller’s Initia‘s ©1996- 201 8, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER Is THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Buyer’s Acknowledge that page 11 is part of Published and Distributed by. this Agreement(_‘MIL- REAL ESTATE BUSINESS SERVICES, INC. a subsidiary 0f the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue Los Angeles, California 90020 VLPA REVISED 12/18 (PAGE 11 of 11) Print Date Ewnwofim VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) mmmm DocuSign Envelope ID: D02E9353-5173-4105-83EF-08ED51F924A4 I C A L I F O R N I A fi‘ ASSOCIATION ADDENDUM 9’ 01: RE A L T Q R5 ® (c.A.R. Form ADM, Revised 12/15) No. ONE The following terms and conditions are hereby incorporated in and made a part of the: .Purchase Agreement, D Residential Lease or Month-to-Month Rental Agreement, D Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), Kpther dated 9/28/2020 , on property known as 91 Montague Expressway, Milpitas , CA 95035 in which Ninety-Nine Homes LLC is referred to as (“Buyer/Tenant") and RP20 91 Montague LLC is referred to as ("Seller/Landlord"). Buyer is the previous owner of the Property and has extensive knowledge regarding the Property and is purchasing the Property on an AS-IS basis. Therefore, Buyer is waiving any and all disclosures including those found in Sections 12, 13, and 14 ofthe Purchase Agreement. The Buyer is required to bring additional funds to closing in order to reimburse Seller for any taxes paid in the months of September or October. Buyer to pay all buyer and seller closing costs associated with this transaction. The initial deposit is non-refundable to Buyer and shall be wired to the Seller within five days of acceptance. An additional non-refundable deposit of $20,000 shall be wired to the seller by October 14, 2020 with another non-refundable deposit of $25,000 due to seller by October 25, 2020. The non- refundable initial deposit and any additional deposits, received by seller, shall be credited to the buyer at close of escrow on or before November 16, 2020. This offer is NOT contingent on Buyer obtaining a loan. A|| deposits are Non-Refundable. The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document. 10/2/2020 | 11:01: 31 AM PDT I10/2/2020 | 3:00:17 PM PDT Date Date Buyerfl'enant [-er Seller/LandlordX @WW 'K-Ecmmayzfuw Luarnrssm. ' Buyer/Tenant Seller/LandlordX © 1986-2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS T0 THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 ADM REVISED 12/15 (PAGE 1 OF 1) mmr-um WWW!” ADDENDUM (ADM PAGE 1 OF 1) w Phone: Fax: EXHIBIT G C. f.. Ree Jory Taylor CAPITAL PARTNERS 91 Montague Expressway 1 message Jory Taylor Mon, Nov 9, 2020 at 2:07 PM To: Mary Ly <88homes@sbcgloba|.net> Cc: Jed Robinson Bcc: Chad DeCoursey Mary- | hope this email finds you well. According to the purchase contract you owed an additional deposit of $20,000 by October 14th and another $25,000 by October 25th. We have not received either of those amounts, so as per the agreement the contract is terminated. If you are wanting to reinstate the contract, please wire funds and | will create an addendum t0 adjust the date the additional deposits were due. If you are not interested in going forward with the purchase, please let me know. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 | jory@reefpcg.com EXHIBIT H C. f.. Ree Jory Taylor CAPITAL PARTNERS Re: 91 Montague: Entity Change 1 message Jory Taylor Wed, Dec 2, 2020 at 11:07 AM To: Mary Ly <88homes@sbcglobal.net> Cc: Jed Robinson , Chad DeCoursey Mary- Attached are our wiring instructions. | want to be clear that we are currently not under contract and wiring funds wi|| not reinstate the previous PSA. We will need to negotiate a new purchase contract. | am happy to discuss further if needed. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 I jory@reefpcg.com On Wed, Dec 2, 2020 at 9:23 AM Mary Ly <88homes@sbcglobal.net> wrote: Hi Jory. Could you please send to me the wire instruction , | will wire to you at 10am ( my bank is open at 10am) please confirm the wire. Sorry send you late hope you understand , | did deposit a lot of cash in my account that the reason bank block under investigate. Jory could you please to talk to Craig about new PSA. | appreciated for your help. Thanks Mary On Nov 20, 2020, at 11 :43 AM, Jory Taylor wrote: Mary- As i mentioned in our previous call, we are not willing to reinstate or amend the PSA until you pay the deposits that were due per the contract. Please let me know if you have any additional questions. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 | jory@reefpcg.com On Thu, Nov 19, 2020 at 3:41 PM Craig Higdon wrote: Hi Mary, Per our discussion, you’ll need to forward the new buying entity’s Articles of Organization and Operating agreement to Mary Selesky at TICOR. Also you and Jory will need to amend or replace the current PSA with one showing ADNH Investments, LLC as the buyer. I’ll take care 0f the update With ParkVieW. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 51 5-606-5187, Access Code 690636# Conference Line Linkedln www. DragonRealtyCapital.com IMPORTANT: This transmission is sent 0n behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient 0r a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy 0r distribute this transmission 0r take any action in reliance on it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nf0@DragonRealtyCapita|.Comand please dispose of and delete this transmission. Thank you. E PCG Key Bank 5852 (2).pdf16K EXHIBIT I Secretary of State LLC-12 20-E7371 9 Statement of Information (Limited Liability Company) FILED IMPORTANT- Read instructions before completing this form. Filing Fee - $20.00 Copy Fees - First page $1 .00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees In the office of the Secretary of State of the State of California NOV 23, 2020 This Space For Office Use Only 1. Limited Liability Company Name (Enter the exact name ofthe LLC. lf you registered in California using an alternate name, see instructions.) ADNH INVESTMENTS LLC 2. 12-Digit Secretary of State File Number 20203251 01 1O 3. State, Foreign Country or Place of Organization (only if formed outside of California) CALIFORN IA 4. Business Addresses a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code 2186 Paseo Del Oro San Jose CA 95124 b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 c. Street Address of California Office, if Item 4a is not in California - Do not list a P.O. Box City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 If no managers have been appointed or elected, provide the name and address of each member. At least one namefl address 5. Manager(s) or Member(s) must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank). If the manager/member is an entity, complete Items 5b and 5c (leave Item 5a blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members, enter the name(s) and addresses on Form LLC-12A (see instructions). a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix Mary Ly b. Entity Name - Do not complete Item 5a c. Address City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL - Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent‘s First Name (if agent is not a corporation) Middle Name Last Name Suffix Mary Ly b. Street Address (if agent is not a corporation) - Do not enter a P.0. Box City (no abbreviations) State Zip Code 2186 Paseo Del Oro San Jose CA 95124 CORPORATION - Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) - Do not complete Item 6a or 6b 7. Type of Business a. Describe the type of business or services of the Limited Liability Company Real Estate Investment 8. Chief Executive Officer, if elected or appointed a. First Name Middle Name Last Name Suffix Mary Ly b. Address City (no abbreviations) State Zip Code 21 86 Paseo Del Oro San Jose CA 951 24 9. The Information contained herein, including any attachments, is true and correct. 11/23/2020 Mary Ly CEO Date Type or Print Name of Person Completing the Form Title Signature Return Address (Optional) (For communication from the Secretary of State related to this document, or if purchasing a copy of the filed document enter the name of a person or company and the mailing address. This information wi|| become public when filed. SEE INSTRUCTIONS BEFORE COMPLETING.) rName: Company: Address: City/State/Zip: L LLC-12 (REV 01/201 7) Page 1 of 1 1 2017 California Secretaryof State wmsosgov/msiWbe EXHIBIT J C. f.. Ree Jory Taylor CAPITAL PARTNERS Re: 91 Montague Expressway, Milpitas, CA - ADNH Investments, LLC 1 message Jory Taylor Fri, Dec 4, 2020 at 10:52 AM To: Mary Ly <88homes@sbcglobal.net> Cc: Craig Higdon , Jed Robinson , Chad DeCoursey Mary- ln addition to the $109K we have paid an additional $117K+ in property taxes. Below is a breakdown of the amounts we have paid this year. | have also attached a print out from the county confirming this information. 2019-2020 Amount Due Date Date Paid 1st installment (Reg) $29,974.58 11/1/2019 6/30/20 2nd installment (Reg) $27,154.17 2/1/2020 6/30/20 1st installment (Sup 40%) $15,127.88 5/31/2020 6/30/20 1st installment (Sup) $37,022.04 5/31/2020 6/30/20 Reimbursed Total $109,278.67 2nd installment (Sup 40%) $1 5, 1 27.88 9/30/2020 9/29/20 2nd installment (Sup) $37,022.04 9/30/2020 9/29/20 2020-2021 1st installment $64,939.76 11/1/20 11/30/20 Non-Reimbursed Total $117,089.68 Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 | jory@reefpcg.com On Fri, Dec 4, 2020 at 9:39 AM Mary Ly <88homes@sbcg|oba|.net> wrote: Good morning Jory. Craig will review and let you know soon. Jory | did wire to PCG $ 10,000 , and the wire $45,000 total is $ 55,000 ( completed total amount $55,000 on previous PSA. The property tax | did wire to you $ 109,679 Until Dec /2020 before PCG took back the property, don’t worry about property tax let title take care for all amount of the day to close escrow we don't know exactly of amount( | think let title take care better than us). Please wait for Craig review. | appreciated for your help Mary On Dec 4, 2020, at 6:17 AM, Jory Taylor wrote: Mary- Attached is a new draft PSA. | increased the sales price to include the property tax reimbursements paid to date. If it looks good, | will put it in DocuSign. Let me know yourthoughts. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 I Alpine, UT 84004 801 652.9183 | jory@reefpcg.com On Thu, Dec 3, 2020 at 9:31 AM Mary Ly <88homes@sbcglobal.net> wrote: Good morning Jory. Could you revised PSA as soon as you can. Please send to Craig and CC me, | need Craig to help me to review also the new PSA ( ADNH investment LLC )without related 99 LLC . | appreciated for your help. Thanks Begin forwarded message: From: Craig Higdon Date: December 2, 2020 at 2:35:51 PM PST To: Jory Taylor , Mary Ly <88homes@sbcglobal.net> Cc: Chad DeCoursey , Jed Robinson Subject: RE: 91 Montague Expressway, Milpitas, CA - ADNH Investments, LLC Hi A11, Please note that I Will not be available after 2:30 PM EST on Friday. We can use my conference line once we find an acceptable time for all involved. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 X81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent on behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. If you are not the intended recipient or a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy 0r distribute this transmission or take any action in reliance 0n it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRea|tyCapita|.Comand please dispose 0f and delete this transmission. Thank you. From: Jory Taylor Sent: Wednesday, December 02, 2020 4:59 PM To: Craig Higdon ; Mary Ly <88homes@sbcglobal.net> Cc: Chad DeCoursey ; Jed Robinson Subject: Re: 91 Montague Expressway, Milpitas, CA- ADNH Investments, LLC Mary- We received the $45K, thank you. | will work on a draft PSA, however as | mentioned on our call today the terms we are willing to agree to will not be the same as the previously executed PSA. We are happy to jump on a call Friday. Our schedules are pretty open Friday after 12:30 (Pacific). Please let us know what works for everyone. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 I Alpine, UT 84004 801 .6529 1 83 |jory@reefpcg.com On Wed, Dec 2, 2020 at 9:25 AM Craig Higdon wrote: Hi Mary, We should soon have the updated PSA reflecting the new buying entity. Mary Will also need wiring instructions and could you please forward the Prelim at your earliest convenience? Thank you. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRea|tyCapital.com IMPORTANT: This transmission is sent 0n behalf 0fDRAGON REALTY CAPITAL and it may be privileged, proprietary 0r confidential. It is intended only for the intended recipient. If you are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRealtyCapital.comand please dispose of and delete this transmission. Thank you. -----Original Message----- From: Selesky, Mary Sent: Monday, November 16, 2020 12:55 PM To: Craig Higdon Cc: Berlin, Traci ; Mary Ly <88homes@sbcg|obal.net>; Marty Friedman ; Missi Boyd ; Jory Taylor Subject: RE: 91 Montague Expressway, Milpitas, CA-Ninety-Nine Homes, LLC Good Morning Craig and Everyone, Thank you for the information. | have requested an updated Preliminary Title Report and will prepare opening package soon. Thank you, Mary Selesky Escrow Officer 21900 Burbank Blvd., Suite 114 Woodland Hills, CA91367 d: 818-449-3006 f: 818-715-9120 mary.selesky@ticortitle.com www.ticorla.com **Be aware! Online banking fraud is on the rise. If you receive an email containing WIRE TRANSFER INSTRUCTIONS call your escrow officer immediately to verify the information prior to sending funds.** -----Original Message----- From: Craig Higdon Sent: Monday, November 16, 2020 8:57 AM To: Selesky, Mary Cc: Berlin, Traci ; Mary Ly <88homes@sbcglobal.net>; Marty Friedman ; Missi Boyd ; Jory Taylor Subject: 91 Montague Expressway, Milpitas, CA-Ninety-Nine Homes, LLC IMPORTANT NOTICE - This message sourced from an external mail server outside of the Company. Hi Mary, | am the mortgage broker on this transaction that Traci has forwarded to you. You should’ve received the PSA and the most recent prelim from the former refinance escrow. This is now a purchase escrow. Marty Friedman is the underwriter at Parkview Financial (lender), Jory Taylor is the Seller contact (Reef-PCG), and Mary Ly of Ninety-Nine Homes, LLC is our Buyer. Most of the construction relates title work was done on this file in the refinance escrow. | believe Bob Taylor is the title officer and he would have the entire file. If you have any questions, please feel free to give me a call at 310-463-3799. Craig Higdon CEO Dragon Realty Capital 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x 81 310-463-3799 Cell https://nam04.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww. dragonrealtycapital.com%2F&data=04%7CO1 %7C% 7Ca41 387b1 1 4f649487d3e08d88a50935d%708a807b9b02da47f3a903791 a42a2 285c%7C0%7CO%7C63741 1 425954496622%7CUnknown% 7CTWprGZsb3d8eyJWIjoiMC4ijAwMDAiLCJQIjoiVZIuMzIiLCJBTi|6|k 1haWwiLCJXVCI6MnO%3D%7C1 000&sdata= 6biqiuYD87F7R78iBAXsi48uJZ7udMqBt%ZBeU76U%ZBPu4%3D& reserved=0 NOTICE: The information contained in this message is proprietary and/or confidential and may be privileged. If you are not the intended recipient of this communication, you are hereby notified to: (i) delete the message and all copies; (ii) do not disclose, distribute or use the message in any manner; and (iii) notify the sender immediately. This message was secured by Zix(R). <2020.12.03 91 Montague PSA & Addendum 1.pdf> E 91 Montague Tax Payments.pdf44K EXHIBIT K C. f.. Ree Jory Taylor CAPITAL PARTNERS Re: 91 Montague Expressway, Milpitas, CA - ADNH Investments, LLC 1 message Jory Taylor Mon, Dec 7, 2020 at 10:1 5 AM To: Mary Ly <88homes@sbcglobal.net> Cc: Craig Higdon , Jed Robinson , Chad DeCoursey Mary- Can you provide some information on the mechanic's liens that recorded on the property? We did not receive any notification of the liens and it appears you may have. Are they valid? What is your plan to pay them? We are in the process of reviewing the liens with local counsel and may require the PSA be adjusted because of the liens. | will get you additional information as soon as possible. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 | jory@reefpcg.com On Mon, Dec 7, 2020 at 9:26 AM Mary Ly <88homes@sbcglobal.net> wrote: Good morning Jory. Could you please send to me PSA, | would’d to need that on my hand to show with my JV. My investor come to property side visit at 12:30 pm today . Thanks Maty Begin forwarded message: From: Mary Ly <88homes@sbcglobal.net> Date: December4, 2020 at 1:30:30 PM PST To: Craig Higdon Cc: Jory Taylor , Jed Robinson , Chad DeCoursey Subject: Re: 91 Montague Expressway, Milpitas, CA - ADNH Investments, LLC Hi Craig . Could you email to Jory let her know PSA is ok .Just send electronic form | will sing . Thanks On Dec 4, 2020, at 10:32 AM, Craig Higdon wrote: Hi Mary, PCG is looking to be reimbursed for taxes that they already paid to bring them current. Title would not see these, thus the accounting she sent over and the adjusted purchase price. I don’t see any reference to Ninety-Nine Homes in the document, so the Buyer information is now correct. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 X81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent on behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance 0n it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 0r by e-mail at lnfo@DragonRea|tyCapital.Comand please dispose of and delete this transmission. Thank you. From: Mary Ly <88homes@sbcglobal.net> Sent: Friday, December 04, 2020 11:39 AM To: Jory Taylor Cc: Craig Higdon ; Jed Robinson ; Chad DeCoursey Subject: Re: 91 Montague Expressway, Milpitas, CA- ADNH Investments, LLC Good morning Jory. Craig will review and let you know soon. Jory | did wire to PCG $ 10,000 , and the wire $45,000 total is $ 55,000 ( completed total amount $55,000 on previous PSA. The property tax | did wire to you $ 109,679 Until Dec /2020 before PCG took back the property, don’t worry about property tax let title take care for all amount of the day to close escrow we don’t know exactly of amount ( | think let title take care better than us). Please wait for Craig review. | appreciated for your help Mary On Dec 4, 2020, at 6:17 AM, Jory Taylor wrote: Mary- Attached is a new draft PSA. | increased the sales price to include the property tax reimbursements paid to date. If it looks good, | will put it in DocuSign. Let me know your thoughts. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.91 83 |j0ry@reefpcg.com On Thu, Dec 3, 2020 at 9:31 AM Mary Ly <88homes@sbcgloba|.net> wrote: Good morning Jory. Could you revised PSA as soon as you can. Please send to Craig and CC me, | need Craig to help me to review also the new PSA ( ADNH investment LLC )without related 99 LLC . | appreciated for your help. Thanks Begin forwarded message: From: Craig Higdon Date: December 2, 2020 at 2:35:51 PM PST To: Jory Taylor , Mary Ly <88homes@sbcglobal.net> Cc: Chad DeCoursey , Jed Robinson Subject: RE: 91 Montague Expressway, Milpitas, CA - ADNH Investments, LLC Hi A11, Please note that I will not be available after 2:30 PM EST on Friday. We can use my conference line once we find an acceptable time for all involved. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRea|tyCapital.com IMPORTANT: This transmission is sent 0n behalf 0f DRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. If you are not the intended recipient or a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy 0r distribute this transmission or take any action in reliance on it. Ifyou received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRealtyCapital.comand please dispose of and delete this transmission. Thank you. From: Jory Taylor Sent: Wednesday, December 02, 2020 4:59 PM To: Craig Higdon ; Mary Ly <88homes@sbcglobal.net> Cc: Chad DeCoursey ; Jed Robinson Subject: Re: 91 Montague Expressway, Milpitas, CA- ADNH Investments, LLC Mary- We received the $45K, thank you. | will work on a draft PSA, however as | mentioned on our call today the terms we are willing to agree to will not be the same as the previously executed PSA. We are happy to jump on a call Friday. Our schedules are pretty open Friday after 12:30 (Pacific). Please let us know what works for everyone. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 |j0ry@reefpcg.com On Wed, Dec 2, 2020 at 9:25 AM Craig Higdon wrote: Hi Mary, We should soon have the updated PSA reflecting the new buying entity. Mary Will also need wiring instructions and could you please forward the Prelim at your earliest convenience? Thank you. Chief Executive Officer Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 X81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent on behalf of DRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy 0r distribute this transmission 0r take any action in reliance 0n it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 0r by e-mail at |nfo@DragonRealtyCapita|.comand please dispose of and delete this transmission. Thank you. -----Original Message----- From: Selesky, Mary Sent: Monday, November 16, 2020 12:55 PM To: Craig Higdon Cc: Berlin, Traci ; Mary Ly <88homes@sbcglobal.net>; Marty Friedman ; Missi Boyd ; Jory Taylor Subject: RE: 91 Montague Expressway, Milpitas, CA- Ninety-Nine Homes, LLC Good Morning Craig and Everyone, Thank you for the information. | have requested an updated Preliminary Title Report and wi|| prepare opening package soon. Thank you, Mary Selesky Escrow Officer 21900 Burbank Blvd., Suite 114 Woodland Hills, CA91367 d: 818-449-3006 f: 818-715-9120 mary.se|esky@ticortitle.com www.ticorla.com **Be aware! Online banking fraud is on the rise. If you receive an email containing WIRE TRANSFER INSTRUCTIONS call your escrow officer immediately to verify the information prior to sending funds.“ -----Original Message----- From: Craig Higdon Sent: Monday, November 16, 2020 8:57 AM To: Selesky, Mary Cc: Berlin, Traci ; Mary Ly <88homes@sbcglobal.net>; Marty Friedman ; Missi Boyd ; Jory Taylor Subject: 91 Montague Expressway, Milpitas, CA- Ninety-Nine Homes, LLC IMPORTANT NOTICE - This message sourced from an external mail server outside of the Company. Hi Mary, | am the mortgage broker on this transaction that Traci has forwarded to you. You should’ve received the PSA and the most recent prelim from the former refinance escrow. This is now a purchase escrow. Marty Friedman is the underwriter at Parkview Financial (lender), Jory Taylor is the Seller contact (Reef-PCG), and Mary Ly of Ninety-Nine Homes, LLC is our Buyer. Most of the construction relates title work was done on this file in the refinance escrow. | believe Bob Taylor is the title officer and he would have the entire file. If you have any questions, please feel free to give me a call at 31 0-463-3799. Craig Higdon CEO Dragon Realty Capital 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x 81 310-463-3799 Cell https://nam04.safelinks.protection.outlook.com/?url= http%3A%2F%2Fwww.dragonrealtycapital.com%2F& amp;data=04%7CO1 °/o7C% 7Ca41 387b1 1 4f649487d3908d88a50935d% 708a807b9b02da47f3a903791 a4232 2850%7CO%7CO%7C63741 1 425954496622% 7CUnknown%7CTWprGZsb3d89yJWIjoiMC4ijAw MDAiLCJQIjoiVZIuMinLCJBTi|6|k 1haWwiLCJXVC|6Mn0%3D%7C1 000&sdata= 6biqiuYD87F7R78iBAXsi48uJZ7udM qBt%ZBeU76U%ZBPu4%3D&reserved=O NOTICE: The information contained in this message is proprietary and/or confidential and may be privileged. If you are not the intended recipient of this communication, you are hereby notified to: (i) delete the message and all copies; (ii) do not disclose, distribute or use the message in any manner; and (iii) notify the sender immediately. This message was secured by Zix(R). <2020.12.03 91 Montague PSA & Addendum 1.pdf> EXHIBIT L 1500 Quail Street, 3rd Floor' T'ma TlTlE Newport Beach, CA 92660Phone: (714)289-3300 Issuing Policies of Chicago Title Insurance Company ORDER NO.: 00728630-007-BOC Escrow/Customer Phone: (818) 449-3000 Ticor Title Company of California Title Officer: Bob Taylor - 0C 21900 Burbank Blvd, Suite 114 Title Officer Phone: (714) 289-6402 Woodland Hills, CA 91367 Title Officer Fax: (714) 289-7105 ATTN: Mary Selesky Title Officer Email: taylor@ticortitle.com Email: mary.se|esky@ticortitle.com PROPERTY: 083-42-002, aka 91 Montague Expressway, Milpitas, CA 95035 PRELIMINARY REPORT In response to the application for a policy of title insurance referenced herein, Ticor Title Company of California hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an exception herein or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations or Conditions of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set fon‘h 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. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner’s Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. The policy(s) of title insurance to be issued hereunder will be policy(s) of Chicago Title Insurance Company, a Florida Corporation. Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects and encumbrances affecting title to the land. Countersigned: By: g_d\%mx-- Authorized Signature CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 1 Order No.: 00728630-007-MS1-BOC 1500 Quail Street, 3rd Floor T‘ma T'TlE Newport Beach, CA 92660v Phone: (714) 289-3300 PRELIMINARY REPORT EFFECTIVE DATE: November 24, 2020 at 7:30 a.m. ORDER NO.: 00728630-007-BOC The form of policy or policies of title insurance contemplated by this report is: ALTA Extended Loan Policy (6-1 7-06) 1. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS REPORT IS: A Fee 2. TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN: RP20 91 Montague LLC, a Utah limited liability company 3. THE LAND REFERRED TO IN THIS REPORT IS DESCRIBED AS FOLLOWS: See Exhibit A attached hereto and made a part hereof. CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 2 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: EXHIBIT “A” LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Beginning at the point of intersection of the center line of Trimble Road with the Westerly line of the lands and the right-of-way of the Southern Pacific Railroad Company; thence from said point of beginning Westerly along the said center line of Trimble Road 160 feet; thence Northerly 583 feet, more or less, in a direct line to a point in the Easterly prolongation of the Northerly line of that certain parcel of land described in the Deed from Abe De Cries, et al, to Frank Garibaldi, et ux, dated May 15,1946 and recorded May 23, 1946 in Book 1360, Page 109, Official Records, said point in said Easterly prolongation being distant Westerly thereon 148 feet from the point of intersection of said Easterly prolongation with the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Easterly along said Easterly prolongation 148 feet to the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Southerly along said Westerly line 602 feet, more or less, to the point of beginning and being a portion of Lot 36 ofthe Milpitas Rancho. EXCEPTING THEREFROM those portions thereof described as Parcels "H" and "HH" in the deed to the County of Santa Clara recorded March 2, 1973 in Book 0260, Page 243, Official Records. APN: 083-42-002 CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 3 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: EXCEPTIONS AT THE DATE HEREOF, ITEMS TO BE CONSIDERED AND EXCEPTIONS T0 COVERAGE IN ADDITION TO THE PRINTED EXCEPTIONS AND EXCLUSIONS IN SAID POLICY FORM WOULD BE AS FOLLOWS: 1. Property taxes, including any personal property taxes and any assessments collected with taxes, are as follows: Tax Identification No.: 083-42-002 Fiscal Year: 2020-2021 1st Installment: $64,939.76, Open (Delinquent after December 10) Penalty: $6,513.97 2nd Installment: $64,939.76, Open (Delinquent after April 10) Penalty and Cost: $6,513.97 Homeowners Exemption: $0.00 Code Area: 01 2-056 2. The herein described Land is within the boundaries of the Mello-Roos Community Facilities District(s). The annual assessments, if any, are collected with the county property taxes. Failure to pay said taxes prior to the delinquency date may result in the above assessment being removed from the county tax roll and subjected to Accelerated Judicial Bond Foreclosure. Inquiry should be made with said District for possible stripped assessments and prior delinquencies. 3. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of 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 4. Water rights, claims or title to water, whether or not disclosed by the public records. 5. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: A.K. Whitton Purpose: Irrigating Pipe Lines and Underground Drainage System Recording Date: October 25, 1898 Recording No: Book 214, Page 259, of Deeds Affects: said land more particularly described therein 6. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: The Milpitas County Water District Purpose: Location and maintenance of water mains and appurtenances Recording Date: February 16, 1961 Recording No: 1953079, Book 5075, Page 121, of Official Records Affects: said land more particularly described therein 7. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: The Pacific Telephone and Telegraph Company Purpose: Communication facilities Recording Date: January 21, 1972 Recording No: 4179556, Book 9676, Page 338, of Official Records Affects: said land more particularly described therein CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 4 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: 10. 11. 12. EXCEPTIONS (Continued) The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting said Land, such rights having been relinquished by the document, Recording Date: March 2, 1973 Recording No.: 4462619, Book 0260, Page 243, of Official Records Affects: said land more particularly described therein Said Land, however, abuts on a public thoroughfare, other than the one referred to above, over which the rights of vehicular access have not been relinquished. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: City of Milpitas Purpose: Public Service and Utilities Recording Date: July 26, 1999 Recording No: 14914367, of Official Records Affects: said land more particularly described therein2. Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: County of Santa Clara Purpose: Sidewalk Easement Recording Date: November 15, 2004 Recording No: 18099120, of Official Records Affects: said land more particularly described therein The Land described herein is included within a project area of the Redevelopment Agency shown below, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the Redevelopment Plan) as disclosed by a document. Redevelopment Agency: Milpitas Redevelopment Agency Recording Date: May 9, 2012 Recording No.: 21662249, of Official Records Easement(s) for the purpose(s) shown below and rights incidental thereto as granted in a document: Granted To: Qwest Communications Company, et al. Purpose: Telecommunications Easement Recording Date: August 16, 2013 Recording No: 22355191, of Official Records Affects: said land more particularly described therein Intentionally deleted CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 5 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT YOUR REFERENCE: 13. 14. 15. 16. 17. EXCEPHONS (Continued) Intentionally deleted Ticor Title Company of California Any interest of the person shown below, whose possible interest is disclosed by theirjoinder in executing the document referenced below. Interest of: Mary Ly Document: Short Form Deed of Trust Recording Date: January 29, 2019 Recording No: 24105268, Of Official Records A claim of mechanic’s lien or materialman's lien Claimant: TJGA LLC DBA AR Construction Amount: $224,001 .65 Recording Date: August 28, 2020 Recording No: 24593674, of Official Records A claim of mechanic's lien or materialman’s lien Claimant: Tarrar Utility Consultants Amount: $29,652.04 Recording Date: August 28, 2020 Recording No: 24593675, of Official Records 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 the Company, and/or by inquiry of the parties in possession thereof. CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 6 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: EXCEPTIONS (Continued) 108. Any rights ofthe parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the Public Records. The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of title insurance without excepting this item from coverage. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. PLEASE REFER TO THE “INFORMATIONAL NOTES” AND “REQUIREMENTS” SECTIONS WHICH FOLLOW FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION. END OF EXCEPTIONS CLTA Preliminary Title Report |Pre|m (DSI Rev. 8/15/16) Page 7 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: REQUIREMENTS SECTION 1. In order to complete this report, the Company requires a Statement of Information to be completed by the following party(s), Party(s): All Parties The Company reserves the right to add additional items or make further requirements after review of the requested Statement of Information. NOTE: The Statement of Information is necessary to complete the search and examination of title under this order. Any title search includes matters that are indexed by name only, and having a completed Statement of Information assists the Company in the elimination of certain matters which appear to involve the parties but in fact affect another party with the same or similar name. Be assured that the Statement of Information is essential and will be kept strictly confidential to this file. 2. The Company will require the following documents for review prior to the issuance of any title insurance predicated upon a conveyance or encumbrance from the entity named below: Limited Liability Company: Ninety-Nine Homes, LLC a) A copy of its operating agreement, if any, and any and all amendments, supplements and/or modifications thereto, certified by the appropriate manager or member b) If a domestic Limited Liability Company, a copy of its Articles of Organization and all amendments thereto with the appropriate filing stamps c) If the Limited Liability Company is member-managed, a full and complete current list of members certified by the appropriate manager or member d) A current dated certificate of good standing from the proper governmental authority of the state in which the entity was created e) If less than all members, or managers, as appropriate, will be executing the closing documents, furnish evidence of the authority of those signing. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 3. This transaction requires high liability approval prior to close of escrow together with an inspection of the subject property. Please advise title department with an estimated date that your transaction will close so we can schedule the necessary approvals and inspections. 4. The Company will require an affidavit signed by the seller/mortgagor certifying that there are no matters that could give rise to any defects, liens, encumbrances, adverse claims or other matters that would attach to the Land between the effective date of the report and the recording of the instruments creating the estate to be insured. END OF REQUIREMENTS CLTA Preliminary Title Report |Pre|m (DSI Rev. 8/15/16) Page 8 Order No.: 00728630-007-MS1-BOC PRELIMINARY REPORT Ticor Title Company of California YOUR REFERENCE: INFORMATIONAL NOTES SECTION 1. Note: The only deed(s) affecting said land which recorded within twenty-four (24) months of the date of this report, is (are) as follows: Grantor: Manoutchehr Movassate and Jaleh Movassate, Trustees of The Movassate Family Trust, dated February 5, 2008 Grantee: Ninety-Nine Homes, LLC, a California Limited Liability Company Recording Date: January 29, 2019 Recording No.: 24105265, of Official Records 2. NOTE: Ticor Title Company of California will pay Chicago Title Insurance Company 12% of the title premium, as disclosed on lines 1107 and 1108 of the HUD-1. 3. Note: The policy of title insurance wi|| include an arbitration provision. The company ofthe 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 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. 4. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation, distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction involving Land that is associated with these activities. 5. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County Clerk-Recorder. END OF INFORMATIONAL NOTES Bob Taylor - OC/ct1 CLTA Preliminary Title Report |Prelm (DSI Rev. 8/15/16) Page 1 Order No.: 00728630-007-MS1-BOC Inquire before you wire!'IRESAFEm Wire Fraud Alert This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. A|| parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive seIf-protection strategies are recommended to minimize exposure to possible wire fraud. o NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. o ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the phone number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. o USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. o USE MULTl-FACTOR AUTHENTICATION for email accounts. Your email provider or |T staff may have specific instructions on how to implement this feature. For more information on wire-fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation: Internet Crime Complaint Center: httQ://www.fbi.gov httg://www.ic3.gov Wire Fraud Alert Page 1 Original Effective Date: 5/1 1/2017 Current Version Date: 5/1 1/2017 WIRE0016 (DSI Rev. 12/07/17) TM and © Fidelity National Financial, Inc. and/or an affiliate. AII rights reserved 1500 Quail Street, 3rd FloorM T‘ma T'TlE Newport Beach, CA 92660' Phone: (714) 289-3300 Notice of Available Discounts Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your transaction may not qualify for the below discounts. You are encouraged to discuss the applicability of one or more of the below discounts with a Company representative. These discounts are generally described below; consult the rate manual for a full description of the terms, conditions and requirements for such discount. These discounts only apply to transactions involving services rendered by the FNF Family of Companies. This notice only applies to transactions involving property improved with a one-to-four family residential dwelling. Not all discounts are offered by every FNF Company. The discount wi|| only be applicable to the FNF Company as indicated by the named discount. FNF Underwritten Title Company Underwritten by FNF Underwriters CTC - Chicago Title company CTIC - Chicago Title Insurance Company CLTC - Commonwealth Land Title Company CLTIC - Commonwealth Land Title Insurance Company FNTC - Fidelity National Title Company of California FNTIC - Fidelity National Title Insurance Company FNTCCA - Fidelity National Title Company of California FNTIC - Fidelity National Title Insurance Company TICOR - Ticor Title Company of California CTIC - Chicago Title Insurance Company LTC - Lawyer’s Title Company CLTIC - Commonwealth Land Title Insurance Company SLTC - ServiceLink Title Company CTIC - Chicago Title Insurance Company Available Discounts DISASTER LOANS (CTIC, CLTIC, FNTIC) The charge for a Lender's Policy (Standard 0r Extended coverage) covering the financing or refinancing by an owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government of the United States or the State of California on any land located in said area, which was partially or totally destroyed in the disaster, wi|| be fifty percent (50%) of the appropriate title insurance rate. CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC) On properties used as a church or for charitable purposes within the scope of the normal activities of such entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of coverage selected. The charge for a lender's policy shall be forty (40%) to fifty percent (50%) of the appropriate title insurance rate, depending on the type of coverage selected. Notice of Available Discounts (Rev. 01-15-20) Last Saved: December 3, 2020 by RB? MISCO343 (DSI Rev. 03/12/20) Escrow No.: 00728630-007-MS1-BOC FIDELITY NATIONAL FINANCIAL, INC. PRIVACY NOTICE Effective April 9, 2020 Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, “FNF,” “our,” or “we”) respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice wi|| be available on the subsidiary’s website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: o contact information (e.g., name, address, phone number, email address); demographic information (e.g., date of birth, gender, marital status); identity information (e.g. Social Security Number, driver’s license, passport, or other government ID number); financial account information (e.g. loan or bank account information); and other personal information necessary to provide products or services to you. We may collect Personal Information about you from: o information we receive from you or your agent; o information about your transactions with FNF, our affiliates, or others; and o information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Browsinq Information FNF automatically collects the following types of Browsing Information when you access an FNF website, online service, or application (each an “FNF Website”) from your Internet browser, computer, and/or device: Internet Protocol (IP) address and operating system; o browser version, language, and type; o domain name system requests; and o browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Cookies. When you visit an FNF Website, a “cookie” may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer’s hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to “Do Not Track" features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for three main purposes: o To provide products and services to you or in connection with a transaction involving you. o To improve our products and services. o To communicate with you about our, our affiliates’, and others’ products and services, jointly or independently. When Information ls Disclosed We may disclose your Personal Information and Browsing Information in the following circumstances: o to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; o to nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; FNF Privacy Statement (Eff. April 9, 2020) Copyright © 2020. Fidelity National Financial, Inc. A|| Rights Reserved MISC0219 (DSI Rev. 04/10/20) Page 1 Order No. 00728630-007-MS1-BOC o to nonaffiliated third party service providers with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; o to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or o in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We may share your Personal Information with affiliates (other companies owned by FNF) to directly market to you. Please see “Choices with Your Information" t0 learn how to restrict that sharing. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information If you do not want FNF to share your information among our affiliates to directly market to you, you may send an “opt out" request by email, phone, or physical mail as directed at the end of this Privacy Notice. We do not share your Personal Information with nonaffiliates for their use to direct market to you without your consent. Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the “California Privacy" link on our website (https://fnf.com/paqes/ca|iforniaprivacv.aspx) or call (888) 41 3-1 748. For Nevada Residents: You may be placed on our internal Do Not Call List by calling (888) 934-3354 or by contacting us via the information set forth at the end of this Privacy Notice. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900. Las Vegas, NV 89101; Phone number: (702) 486-3132; email: BCPINFO@ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18).We do n_ot collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF’s headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortqgge Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the “Service Websites”). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender’s privacy notice. The sections of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender’s privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. FNF Privacy Statement (Eff. April 9, 2020) Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISCOZ19 (DSI Rev. 04/10/20) Page 2 Order No. 00728630-007-MS1-BOC Your Consent To This Privacy Notice; Notice Changes; Use of Comments or Feedback By submitting Personal Information and/or Browsing Information to FNF, you consent t0 the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice’s effective date wi|| show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. We may use comments or feedback that you submit to us in any manner without notice or compensation to you. Accessing and Correcting Information; Contact Us If you have questions, would like to correct your Personal Information, or want to opt-out of information sharing for affiliate marketing, send your requests to 9rivacy@fnf.com, by phone t0 (888) 934-3354, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue Jacksonville, Florida 32204 Attn: Chief Privacy Officer FNF Privacy Statement (Eff. April 9, 2020) Copyright © 2020. Fidelity National Financial, Inc. All Rights Reserved MISCOZ19 (DSI Rev. 04/10/20) Page 3 Order No. 00728630-007-MS1-BOC ATTACHMENT ONE (Revised 05-06-1 6) CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a Violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company wi|| not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. Easements, liens or encumbrances, or claims thereof, not shown by the public records. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, 0r any other facts which a correct survey would disclose, and which are not shown by the public records. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Any lien or right to a lien for services, labor or material not shown by the public records. CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (1 2-02-1 3) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: building; zoning; land use; improvements on the Land; land division; and f. environmentalprotection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. FDQ-PP'.” 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; Attachment One - CA (Rev. 05-06-16) Page 1 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. A|| other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors’ rights laws. 8. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: o For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Our Maximum Dollar Your Deductible Amount Limit of Liability Covered Risk 16: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $ 10,000.00 (whichever is less) Covered Risk 18: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $ 25,000.00 (whichever is less) Covered Risk 19: 1.00% of Policy Amount Shown in Schedule A or $5,000.00 $ 25,000.00 (whichever is less) Covered Risk 21: 1.00% of Policy Amount Shown in Schedule A or $2,500.00 $ 5,000.00 (whichever is less) 2006 ALTA LOAN POLICY (06-1 7-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment ofthe Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13 or 14); or (e) resulting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-Iending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien ofthe Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE {Except as provided in Schedule B - Part ||,{ t{or T}his policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: Attachment One - CA (Rev. 05-06-16) Page 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. A|| other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. {PART I {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey ofthe Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records.} PART II In addition to the matters set forth in Part | of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event that they are not subordinate to the lien of the Insured Mortgage} 2006 ALTA OWNER’S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys’ fees or expenses, that arise by reason of: {The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown in the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the Public Records. } 7. {Variable exceptions such as taxes, easements, CC&R’s, etc. shown here.} Attachment One - CA (Rev. 05-06-16) Page 3 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. A|| other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY - ASSESSMENTS PRIORITY (04-02-1 5) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(0), 13(d), 14 or 16. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(0), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching 0r created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or (e) resulting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction creating the lien ofthe Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. 10. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence. 11. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances. Attachment One - CA (Rev. 05-06-16) Page 4 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. A|| other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. " ’ p e p g d e ' fi p u e | e q ;p A e t h n semu ' s ! p u é ‘ ‘ p u ' B | J e q m ' p ' fl e s a g J ' e p u n o ' E q | e m ; e ' u " s ; e e u ' s B u g u g o l p é ' o f l ' J o u e p ' i u ' ! p u e q p e ' q g m s e f : ' u g é ’ j ' e q a l n ' B u u e o o l L i ! p g e u s s é p ' é i j s ' g u m f fi u g a q ' s ! i m d / d E w ' s i q l O F F I C E _ _ . _ _ _ - - - - - - P O F C O U N T Y 2 ‘ I 9 2 A C 4 5 4 2 , 6 3 1 - L . L . A . 1 9 5 7 2 4 1 2 = . 4 2 : 1 1 5 . 2 5 1 7 . ‘ 8 ' ? - w a e / m o I 9 - S O U T H M A I N A S S E S S O R - S A N T A C L A R A C O U N T Y . C A L I F O R N I A B O O K P A G E 8 3 4 2 I W / “ \ E = z \ { i j = : I I S E E P . 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E fl e c t l v e R o l l Y e a 2 0 1 3 - 2 0 1 9 Ticor Title Company of California Statement Of Information CONFIDENTIAL - TO BE USED ONLY IN CONNECTION WITH Transaction Number: 00728630-007-BOC NOTE: This form is very important. It is needed to verify your identity and to eliminate judgments and liens against people with similar names. THE STREET ADDRESS of the property in this transaction is: (If none, please leave blank) ADDRESS: CITY and STATE: 1. Improvements: D Single Residence D Multiple Residence D Commercial D Vacant Land 2. Occupied By: D Owner D Tenants 3. ANY CONSTRUCTION WITHIN THE LAST 6 MONTHS? D YES D NO 4. IF YES to No. 3, STATE NATURE WORK DONE: PARTY 1 PARTY 2 First Middle Last First Middle Last Former Last Name(s), if any Former Last Name(s), if any Birthplace Birth Date Birthplace Birth Date Social Security Number Driver’s License No. Driver’s License No. | D am single D am married D have a registered domestic partner | D am single D am married D have a registered domestic partner Current Spouse or Registered Domestic Partner (Other Than Party 2): Social Security Number Current Spouse or Registered Domestic Partner (Other Than Party 1): Name: Name: Former spouse/domestic partner (if none - check this box D) D Deceased Date: Where: D Divorce/Dissolution Date: Where: Former spouse/domestic partner (if none - check this box D ) D Deceased Date: Where: D Divorce/Dissolution Date: Where: Children from current and/or former marriages and/or domestic partnerships Children from current and/or former marriages and/or domestic partnerships Child Name: DOB Child Name: DOB Child Name: DOB Child Name: DOB Marriage or Domestic Partnership Between Parties 1 and 2 Are Parties 1 and 2: D Married? Date: D Registered Domestic Partners? Date: Party 1 - Occupations For Last 10 Years (attach an additional page, if necessary) Present Occupation Firm Name Address From To Prior Occupation Firm Name Address From To Party 1 - Residences For Last 10 Years (attach an additional page, if necessary) Number And Street City, State, Zip Code From To Number And Street City, State, Zip Code From To Party 2 - Occupations For Last 10 Years (attach an additional page, if necessary) Present Occupation Firm Name Address From To Prior Occupation Firm Name Address From To Party 2 - Residences For Last 10 Years (attach an additional page, if necessary) Number And Street City, State, Zip Code From To Number And Street City, State, Zip Code From To Have any of the above parties owned or operated a business? D No D Yes If yes, please list name(s): | have never been adjudged, bankrupt nor are there any unsatisfied judgments or other matters pending against me which might affect my title to this property except as follows: The undersigned declare under penalty of perjury that the above information is true and correct (all parties must sign) Phone(s) # E-Mail: Phone(s) # E-Mail: Party 1 Signature Date Party 2 Signature Date Statement of Information MISC0008 (DSI Rev. 02/08/17) Printed: 8/1 3/2020 10:49 AM by RB7 Escrow No. : 00728630-007-MS1 1500 Quail Street, 3rd Floor" ‘ 9 Newport Beach, CA 92660g I 'mn T'TlE Phone: (714)289-3300 This Affidavit, when fully completed, is to be signed and notarized, then returned to Ticor Title Company of California to enable Ticor Title Company of California to insure the presently pending transaction. AFFIDAVIT The undersigned owner hereby states that there are no unrecorded leases or agreements affecting the property described in the Preliminary Report for Title Order Number 00728630-007-MS1-BOC and that there is no one in possession or entitled to possession of said property other than the vestee shown in said Preliminary Report, except: The undersigned owner states that to his/her knowledge, there are n0 liens 0r rights t0 liens upon said property for labor, services and materials for work contracted for, and completed by, an owner, lessee, sub-Iessee or tenant within the last year or which is now in progress, except: This statement is made in connection with the request t0 Ticor Title Company of California to issue its policy(ies) of title insurance with respect to Title Order Number 00728630-007-MS1-BOC. Dated: By: By: By: By: Address: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY 0F } SS: Subscribed and sworn to (or affirmed) before me on this day of by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. (Seal) Signature Owner's Information Statement Last Saved: 12/3/2020 3:00 PM by RB? AFFD0002 (DSI Rev. 8/8/18) Page 1 Order No.: 00728630-007-MS1-BOC American Land Title Association Prmeclmq the Arncncqn Dremn Susce Nu,ALTA Information Collection Form Page 1 of4 Under 31 U.S.C. § 5326(a), the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a Geographic Targeting Order to title insurance companies requiring the collection of beneficial ownership information for certain real estate transactions. Please complete the below questionnaire. This Company wi|| rely on the answers provided to meet its reporting obligations. Who is completing this form? Name Position/Title Company/Law Firm Postal Address (Headquarters City State Zip Phone Email Fax Transactional Information Property Address (If Multiple properties see NOTE below): City State Zip County Date of Settlement Total purchase price (if multiple properties see NOTE below) Type of Transaction: D Residential (1-4 family) D Commercial Bank Financing: D Yes D No Purchase type: D Natural Person D Corporation D LLC D Partnership D Other NOTE: Ifmore than one property is purchased, list each address and purchase price as an addendum. Purchase Funds Information Total Amount paid by below instruments: $ Which type of Monetary Instruments were used (Use check boxes below) D U.S. Currency (Paper money & coin) D Foreign Currency Country: D Cashier’s check(s) D Money order(s) D Certified check(s) D Personal or Business check(s) D Wire or other funds transfer(s) D Virtual Currency ALTA Information Collection Form (12/20/18) Last Saved: 8/13/2020 10:49 AM by RB? UFRMOOO4 (DSI Rev. 1/2/1 9) Order No.: 00728630-007-MS1-BOC American Land\ Title Association Prolccl‘mg lhc- Amcrican Dream S(nce I907ALTA Information Collection Form Page 2 of 4 Individual Primarily Representing Purchaser (Define as the individual authorized by the entity to enter into legally binding contracts). Attach Legible copy of government issued identification (i.e., passport, driver’s license, etc.) Type of ID Issuing State or Country Gov’t ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip Purchasing Entity Name & Address Name of Purchaser Taxpayer ID Number or EIN (Ifnone write N/A) Doing Business Name (DBA) (ifnone write N/A) Address City State Zip Complete the information below if the real estate purchase is being made by a corporation, LLC, partnership, other legal entity. (Do not report trusts.) For Corporations, LLCs, Partnerships and Other Entities provide the information for: o Each BENEFICIAL OWNER defined as an individual who, directly or indirectly, owns 25% or more of the equity interests of the Purchaser. o If a legal entity or a series of legal entities own the equity interests of the Purchaser, provide information for each BENEFICIAL OWNER, of each legal entity in the series of legal entities. (Note: It is NOT necessary to complete the address fields if the information is on a legible copy of the government issued ID submitted to the title company.) ALTA Information Collection Form (12/20/18) Last Saved: 8/13/2020 10:49 AM by RB? UFRMOOO4 (DSI Rev. 1/2/19) Order No.: 00728630-007-MS1-BOC ALTA Information Collection Form Page 3 of 4 American Land Title Association Prolccl‘mg the American Dream S‘nce I907 Attach Legible copy of government issued identification (i.e., passport, driver’s license, etc.) Type of ID Issuing State or Country Gov't ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip Attach Legible copy of government issued identification (i.e., passport, driver’s license, etc.) Type of ID Issuing State or Country Gov’t ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip Attach Legible copy of government issued identification (i.e., passport, driver's license, etc.) Type of ID Issuing State or Country Gov’t ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip Attach Legible copy of government issued identification (i.e., passport, driver's license, etc.) Type of ID Issuing State or Country Gov’t ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip Attach Legible copy of government issued identification (i.e., passport, driver’s license, etc.) ALTA Information Collection Form (12/20/18) UFRM0004 (DSI Rev. 1/2/1 9) Last Saved: 8/13/2020 10:49 AM by RB? Order No.: 00728630-007-MS1-BOC ALTA Information Collection Form American Land\ Title Association Prolccling lhc American Dream Since I907 Page 4 of 4 Type of ID Issuing State or Country Gov’t ID Number Last Name First Name M.|. Date of Birth Occupation Individual Taxpayer ID # (ifnone write N/A) % of ownership Address City State Zip | declare that to the best of my knowledge, the information | have furnished is true, correct and complete. | understand that this Title Company will rely on this information for the purposes of completing any reports made pursuant to an obligation under 31 u.s.c. § 5326(a), Signature: Date: Type or Print Name: Title: ALTA Information Collection Form (12/20/18) UFRM0004 (DSI Rev. 1/2/1 9) Last Saved: 8/13/2020 10:49 AM by RB? Order No.: 00728630-007-MS1-BOC EXHIBIT M Recording Requested by Tarrar Utility Consultants Please Return To: Tarrar Utility Consultants do Mail Center 9450 SW Gemini Dr #7790 Beaverton, Oregon 97008.7105 24593675 Regina Aleomendras Santa Clara County - Clerk-Recorder 08/28/2020 01:11 PM Titles: 1 Pages: 5 Fees: 1117.00 Taxes: 0 Total: 117.00 VIII KAMMINAILY.ViffiLildelAINITU 11111 Claim of Lien (Mechanics Lien) Order: 00728630 Doc: CASCLR:24593675 Page 1 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM DOC #24593675 Page 2 of 5 Recording Requested by Tarrar Utility Consultants Please Return To: Tarrar Utility Consultants do Mail Center 9450 SW Gemini Dr #7790 Beaverton, Oregon 97008-7105 Reference ID: 3820903 APN: 083-42-002 Claimant Tarrar Utility Consultants 813, First Street Brentwood, California 94513 925.240-2595 Property Owner (Owner) Mary Ly 2186 Paseo Del Oro SAN JOSE, SANTA CLARA 95124 Ninety Nine Homes LLC 2186 Paseo Del Oro San Jose, CA 95124 SPACE ABOVE FOR RECORDER'S USE CLAIM OF MECHANICS LIEN California Civil Code Section 8416 Property Liened (Property) County: Santa Clara County 91 Montague Expressway, Milpitas, California 95035 Legal Property Description: Property located at the municipal address of 91 MONTAGUE EXPY, MILPITAS, CA 95035.In the county of SANTA CLARA. APN 083-42-002. Subdivision: MILPITAS RHO. Municipality / Township of MILPITAS. Legal Lot 36. Services: The lien is claimed for the following labor, services, equipment or materials: We are a Joint Trench, PG&E Electric & Gas Designer. We do the designs only Job Number (if any): 219004 Amount Due: Amount due after deducting all just credits and offsets: $29,652.04 Hiring Party: Name and Address of person or entity to whom Claimant furnished labor, services, equipment and/or materials: Mary Ly 2186 Paseo Del Oro SAN JOSE, SANTA CLARA 95124 Order: 00728630 Doc: CASCLR:24593675 Page 2 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM DOC #24593675 Page 3 of 5 NOTICE IS HEREBY GIVEN that Claimant claims a lien for labor, service, equipment or materials under Section 8416 et seq. of the Civil Code of the State of California, upon the Property, above-described, and upon every estate or interest in such structures, improvements and premises held by any party holding any estate therein. The labor, service, equipment or materials were furnished for the construction of those certain buildings, improvements, or structures, now upon that certain parcel of land above-described as the Property, I, the undersigned, as a disclosed and authorized agent of the Claimant, state that I have read the foregoing Claim of Lien, that I have been provided information regarding the facts and contents therein, and that based thereupon, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Signed: m nt, Ta rar Utility Consultants by authorized limited agent Print Name: Kailyn Turner Date: August 24, 2020 State of Louisiana Parish of Orleans Name of Claimant: Tarrar Utility Consultants Signed: ( 71 .CI imant, Tarrar Utility Consultants by authorized limited agent Print Name: Kailyn Turner Date: August 24, 2020 State of Louisiana Parish of Orleans IMPORTANT INFORMATION ON THE FOLLOWING PAGE Order: 00728630 Doc: CASCLR:24593675 Page 3 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM DOC #24593675 Page 4 of 5 NOTICE OF MECHANICS LIEN ATTENTION! Upon the recording of the enclosed MECHANIC'S LIEN with the county recorder's office of the county where the property is located, your property is subject to the filing of a legal action seeking a court- ordered foreclosure sale of the real property on which the lien has been recorded. That legal action must be filed with the court no later than 90 days after the date the Mechanic's Lien is recorded. The party identified in the Mechanic's Lien may have provided labor or materials for improvements to your property and may not have been paid for these items. You are receiving this notice because it is a required step in filing a Mechanic's Lien foreclosure action against your property. The foreclosure action will seek a sale of your property in order to pay for unpaid labor, materials, or improvements provided to your property. This may affect your ability to borrow against, refinance, or sell the property until the Mechanic's Lien is released. BECAUSE THE LIEN AFFECTS YOUR PROPERTY, YOU MAY WISH TO SPEAK WITH YOUR CONTRACTOR IMMEDIATELY OR CONTACT AN ATTORNEY, OR FOR MORE INFORMATION ON MECHANIC'S LIENS GO TO THE CONTRACTORS' STATE LICENSE BOARD WEBSITE AT www.cslb.ca.gov. Order: 00728630 Doc: CASCLR:24593675 Page 4 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM DOC #24593675 Page 5 of 5 Affidavit of Delivery Delivery on behalf of: Tarrar Utility Consultants Re: 91 Montague Expressway, Milpitas , California 95035 Item Delivered: Claim of Lien (Mechanics Lien) Proof of Service Affidavit, California Civil Code § 3084 (a)(6), (c)(1)(A) I, Kailyn Turner, declare that on August 24, 2020, I delivered copies of the attached Mechanic's Lien and Notice of Mechanic's Lien to the property owner identified thereon at the address provided below, and in the delivery manner provided below. In addition to this delivery, or in the alternative to said delivery pursuant to California Code §3084(c)(1)(B) if delivery to the owner as required by §3084(c)(1)(A) could not be performed, I served / also served copies of the Mechanic's Lien and Notice of Mechanic's Lien to the following parties at the following addresses, and through the following method of delivery: Property Owner / Public Entity, Mary Ly 2186 Paseo Del Oro SAN JOSE, SANTA CLARA 95124 By: US Certified with Return Receipt, No. 9314 8699 0430 0074 3531 67 at August 24, 2020 Property Owner / Public Entity, Ninety Nine Homes LLC 2186 Paseo Del Oro San Jose, CA 95124 By: US Certified with Return Receipt, No. 9314 8699 0430 0074 3531 74 at August 24, 2020 I declare under penalty of perjury that the foregoing is true and correct. Signature Agent for Cl..im Signed by: Kaily urner August 24, 2020 Order: 00728630 Doc: CASCLR:24593675 Page 5 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM EXHIBIT N Recording Requested by TJGALLC DBA AR Construction Please Return To: TJGALLC DBA AR Construction do Mail Center 9450 SW Gemini Dr #7790 Beaverton, Oregon 97008-7105 24593674 Regina Aleemendras Santa Clara County - Clerk-Recorder 08/28/2020 01:11 PM Titles: 1 Pages: 5 Fees: 1117.00 Taxes: 0 Total: 117.00 Claim of Lien (Mechanics Lien) Order: 00728630 Doe: CASCLR:24593674 Page 1 of 5 Requested By: CNCALCPFNAI, Printed: 12/3/2020 2:49 PM DOC #24593674 Page 2 of 5 Recording Requested by TJGA LLC DBAAR Construction Please Return To: TJGA LLC DBAAR Construction do Mail Center 9450 SW Gemini Dr #7790 Beaverton, Oregon 97008-7105 Reference ID: 3829448 APN: 083-42-002 Claimant TJGA LLC DBAAR Construction 792 Meridian Way San Jose, California 95126 (408) 784-9100 Property Owner (Owner) Ninety Nine Homes LLC 2186 Paseo Del Oro San Jose, CA 95124 SPACE ABOVE FOR RECORDER'S USE CLAIM OF MECHANICS LIEN California Civil Code Section 8416 Property Liened (Property) County: Santa Clara County 91 Montague Expressway, Milpitas, California 95035 Services: The lien is claimed for the following labor, services, equipment or materials: Construction management services for pre-construction, including weekly OAC Meetings, design team fees. Provided an office trailer, trailer furniture, a generator, a portable toilet, ongoing toilet service, site security monitoring, site fencing with privacy screen, installed and maintained temporary power, continued site maintenance. Job Number (if any): 91 Montague Amount Due: Amount due after deducting all just credits and offsets: $224,001.65 Hiring Party: Name and Address of person or entity to whom Claimant furnished labor, services, equipment Legal Property Description: and/or materials: Property located at the municipal address of 91 Ninety Nine Homes LLC MONTAGUE EXPY, MILPITAS, CA 95035.In the county2186 Paseo Del Oro of SANTA CLARA. APN 083-42-002. Subdivision: San Jose, CA 95124 MILPITAS RHO. Municipality / Township of MILPITAS. Legal Lot 36. Order: 00728630 Doc: CASCLR:24593674 Page 2 of 5 Requested By: CNCALCPFNAI, Printed: 2/3/2020 2:49 PM DOC #24593674 Page 3 of 5 NOTICE IS HEREBY GIVEN that Claimant claims a lien for labor, service, equipment or materials under Section 8416 et seq. of the Civil Code of the State of California, upon the Property, above-described, and upon every estate or interest in such structures, improvements and premises held by any party holding any estate therein. The labor, service, equipment or materials were furnished for the construction of those certain buildings, improvements, or structures, now upon that certain parcel of land above-described as the Property. I, the undersigned, as a disclosed and authorized agent of the Claimant, state that I have read the foregoing Claim of Lien, that I have been provided information regarding the facts and contents therein, and that based thereupon, I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Signed: Claimant, TJG) LIC CAPITAL PARTNERS RE: 91 Montague 1 message Craig Higdon Tue, Dec 15, 2020 at 11:50 AM To: Jory Taylor Cc: Jed Robinson , Chad DeCoursey , Mary Ly <88homes@sbcglobal.net> Hi Jory, I think I’ve solved the mechanics lien issue for all concerned. I’ve added the following t0 the Addendum, at the bottom: “Buyer t0 be responsible for paying/removing any mechanics liens recorded on the property at or prior t0 the close 0f escrow.” Even though Parkview would require this to be the case prior to funding or made a closing requirement, this explicitly places the burden on Mary. Please check With Jed, Chad, and your legal counsel and let me know if we can move forward with this version. Thank you. mfi’w Chief Executive Officer - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 X81 Direct 51 5-606-51 87, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent 0n behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance 0n it. Ifyou received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nf0@DragonRealtyCapita|.comand please dispose of and delete this transmission. Thank you. From: Jory Taylor Sent: Monday, December 14, 2020 5:57 PM To: Craig Higdon Cc: Jed Robinson ; Chad DeCoursey ; Mary Ly <88homes@sbcglobal.net> Subject: Re: 91 Montague Craig- We are still working thru the liens on our end and consulting with CA counsel. We will require adjustments in the contract due to the liens, but we are still working thru them. | will get back with you as soon as possible. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. I Suite 2 | Alpine, UT 84004 801 652.9183 |jory@reefpcg.com On Mon, Dec 14, 2020 at 12:24 PM Craig Higdon wrote: Hi Jory, Signed PSA, attached. The liens in question are in the process 0fbeing removed by Mary’s attorney, please see letter circulated to escrow and title for distribution last week. Please let me know if you have any questions. WWW Chief Executive Officer - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 X81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent on behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. If you are not the intended recipient or a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. Ifyou received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nf0@DragonRealtyCapita|.comand please dispose 0f and delete this transmission. Thank you. E Montague PSA Addendum 1, R3.pdf601K EXHIBIT Q A L 1 F Q RN 1 A VACANT LAND PURCHASE AGREEMENT sso CIATION AND JOINT ESCROW INSTRUCTIONS F REALTORS® (C.A.R. Form VLPA, Revised 12/1 8) Date Prepared: 1. OFFER: A. THIS ISAN OFFERFROM ADNH Investments LLC, a California limited liabilitycompany ("Buye r"). B. THE REAL PROPERTY to be acquired is 91 MontaguekpmswayaMflPitasfiA 95035 .situated in (City. (Cwfly),CaJifomia,_(Zp Code), Assessor’s Parcel No. 08634423 (properly) Furlher Dacribed As _ . C. THE PURCHASE PRICE offered is $9,417,089.68 Dollars $ 9,417,089.68 D. CLOSE OF ESCROW shall occur on or before December 31 2020 (date)(or Days After Acceptancé). E. Buyer and Seller are referred to herein as the “Parties." Brokers are not Parties to this Agreement. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a E“Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD). B. CONF | : | ' a n relationships are confirmed forthis transaction: Sellerggafiw License Number Is the ro er o c ec one : e sel er; or D both the buyer and seller. (dual agent) Seller’ n _ License Number Is (chifieN‘T’s Agent. (salesperson or broker associate) D both the Buyer’s and Seller’s Agent. (dual agent) Buyer’s Brokerage Firm License Number Is the b k PiTGRbBTjEOth the buyer and seller. (dual agent)Buyer’ t License Number (Is (check one): D the Buyer’s Agent. salesperson or broker associate) D both the Buyer's and Seller’s Agent. (dual agent) C. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt of a M‘Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS: Buyer represents that funds wi|| be good when deposited with Escrow Holder. A. INITIAL DEPOSIT: Deposit shall be in the amount of ........................................................................................ $ 45,1112!) gm (1) Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Ho|der by electronic funds transfer, D cashier’s check, D personal check, E other Already received bxseller within 3 business day after Acceptance (or )i OR (2) D Buyer Deposit with Agent: Buyer has given the deposit by personal check (or to the agent submitting the offer (or to ), made payable to . The deposit shall be held uncashed until Acceptance and then deposited with Escrow Ho|der within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. (Note: Initial and increased deposits checks received by agent shall be recorded in Broker’s trust fund log.) B. INCREASED DEPOSIT: Buyer shall deposit with Escrow Ho|der an increased deposit in the amount of .........$ within Days After Acceptance (or ). If the Panies agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) at the time the increased deposit is delivered to Escrow Ho|der. C. E ALL CASH OFFER: No loan is needed to purchase the Property. This offer is NOT contingent on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or D Buyer shall, within 3((or Z ) Days After Acceptance, Deliver to Seller such verification. D. LOAN(S): (1) FIRST LOAN: in the amount of ................................................................................................................... $ This loan will be conventional financing OR D FHA, D VA, D Seller financing (C.A.R. Form SFA), D assumed financing (C.A.R. Form AFA), D subject to financing, D Other . This loan shall be at a fixed rate not to exceed °/o or, D an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (2) D SECOND LOAN in the amount of ........................................................................................................... $ This loan will be conventional financing 0R D Seller financing (C.A.R. Form SFA), D assumed financing (C.A.R. Form AFA), D subject to financing, D Other . This loan shall be at a fixed rate not to exceed °/o or, D an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (3) FHAIVA: For any FHA or VA loan specified in 3D(1), Buyer has 17 (or_) Days After Acceptance to Deliver to Seller written notice (C.A.R. Form FVA) of any lender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct. Seller has no obligation to pay or satisfy lender requirements unless agreed in writing. A FHA/VA amendatory clause (C.A.R. Form FVAC) shall be a part of this transaction. Buyer’s Initials ( )( ) Seller’s Initials ( )( ) © 1996-2018, California Association of REALTORS®, Inc. VLPA REVISED 12/18 (PAGE 1 OF 11) Print Date euumousmc OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 0F 11) ‘ Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: E. ADDITIONAL FINANCING Teams; BUYER TO PAY ALL BUYER AND SELLER RELATED TRANSACTION AND CLOSING IN LUDIN BU N LIMI ED I LE E R W, RECORDING FEES, TRANSACTION FEES, TAXES, ETC. THERE WILL BE NO PRORATIONS. SELLER TO NET PURCHASE PRICE OF $9,417,089.68. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of ................................................... $ 2,322,952,58 to be deposited with Escrow Holder pursuant to Escrow Holder instructions. PURCHASE PRICE (TOTAL): .......................................................................................................................... $ 9,417,089.68 .19 VERIFICATION 0FDOWN PAYMENTAND CLOSING COSTS: Buyer (or Buyer’s lender or loan broker pursuant to paragraph 3J(1 )) shall, within 3 (or 7_) Days After Acceptance, Deliver to Seller written verification of Buyer’s down payment and closing costs. (D Verification attached.) l. APPRAISAL CONTINGENCY AND REMOVAL: This Agreement is (or E is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 193(3), in writing, remove the appraisal contingency or cancel this Agreement within 1 7 (or_) Days After Acceptance. J. LOAN TERMS: (1) LOAN APPLICATIONS: Within 3 (or_) Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer’s lender or loan broker stating that, based on a review of Buyer’s written application and credit repon, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. (D Letter attached. ) rLOANnC NTI i'GENCY Buyer shall act diligently and in good faith to obtain the designated loan(s). Buyer’s qualification i: . \ co ncy of this Agreement unless otherwise agreed in writing. If there'Is no appraisal p . c n e been waived or removed, then failure of the Property to appraise at the purchase pricendoes not entitle Buyer to exercise th cancellation right pursuant to the loan contingency if Buyer'Is otherwise qualified for the specified loan. Buyer’s contractual obligations regarding deposit, balance of down payment and closing costs are not ing i ement. ( nA E Y REMOVAL: (or_ Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement. If there'Is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the enAflfiflfifi :19; an specified above is NOT a contingency of this Agreement. If Buyer doesrchase the Property, Seller may be entitled to Buyer’s deposit or other legal remedies (5) LENDER LIMITS ON BUYER CREDITS: Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer’s lender. If the total credit allowed by Buyer’s lender (“Lender Allowable Credit") is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING: Seller is relying on Buyer’s representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific y uyer shall pursue them1!FEMS?'15mm?AWLIEKELEmmg that specified'In the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING: The following terms (or D the terms specified in the attached Seller Financing Addendum) (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. (1) BUYER’S CREDIT-WORTHINESS: Buyer authorizes Seller and/or Brokers to obtain. at Buyer’s expense, a copy of Buyer’s SEngxerN)§y fterAcceptance, Buyer shall provide any supporting documentation reasonably ed ot st and other documents as appropriate shall incorporate and implement the following additional terms: (i) the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for ler of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans; (iii) Buyer shall lgaN%E UEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requestedeed of trust shall contain an acceleration clause making the loan due, when permitted by law and at Seller’s option, upon the sale or transfer of the Property or any interest'In it; (v) note shall contain a late charge of 6% of the installment due (orp )if the installment Is not received within 1O days of the date due; (vi) title'Insurance coverage in joi te i0) oli be ided'Insuring Seller‘s deed of trust interest in the Property (any increased awe nd (vii) tax service shall be obtained and paid for by Buyer to notify Seller 0 O De (3) ADDED, DELETED OnR SUBSTITUTED BUYERS. The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller’s written consent. Seller may grant or withhold consent in Seller’s sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer’s expense, on any such person or entity. M. ASSUMED 0R “SUBJECT T0” FINANCING: Seller represents that Seller is not delinquent on any payments due on any loans. §§€T¥U¥J§$Wa¥gwwgfifiKEPTWfifiiflégfiagflfiifii Buyer's Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12/18 (PAGE 2 OF 11) Print Date Q EQUAL HOUSING OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 0F 11) Property Address: 91 Montague Expressway, M11p1tas, CA 95035 Date: Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer’s assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. 4. SALE OF BUYER’S PROPERTY: A. This Agreement and Buyer’s ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. D This Agreement and Buyer’s ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A. R. Form COP). 5. D MANUFACTURED HOMEePURCHASE. The purchase of the Properly is contingents upon Buyer acquiring a personal property into a contract for the purchase sp this contingency or cancel this greemeo Ioro is con IngecncyEsha r main in e -ct unlthe ose scrow oft e rope 6. u CONSTRUCTION LOAN FINANCING. The purchas_e of the Property is contingent upon Buyer obtaining SEWKENémf§W§Tm Pepf‘mfifi fiwflifififififéfifi? 7. ADDENDA AND ADVISORIES: A. ADDENDA: m Addendum # 1 (C.A.R. Form ADM) D Back Up Offer Addendum (C.A.F{. Form BUO) D Court Confirmation Addendum (C.A.R. Form CCA) D Septic, Well and Propertv Monument Addendum (C.A.R. Form SWPI) D Short Sale Addendum (C.A.R. Form SSA) D Other B. BUYER AND SELLER ADVISORIES: U Buyer’s Inspection Advisory (C.A.R. Form BIA) D Probate Advisory (C.A.R. Form PA) D Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) DTrust Advisory (C.A.R. Form TA) D REO Advisory (C.A.R. Form REO) D Short Sale Information and Advisory (C.A.R. Form SSIA) D Other 8. OTHER TERMS: 11 ri ‘ 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES: Unless othen/vise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) D Buyer D Seller shall pay for a natural hazard zone disclosure report, including taxD environmental D Other: prepared by (2) D Buyer DSeller shall payforthe following Report prepared by (3) D Buyer DSeller shall pay for the following Report prepared by B. ESCROW AND TITLE: (1) (a)E Buyer D Seller shall pay escrow fee (b) Escrow Holder shall be (c) The Parties shall, within 5 (or_ ) Days After receipt, sign and return Escrow Holder’s general provisions. (2) (a)E BuyerD Seller shall pay for owner’s title insurance policy specified in paragraph 18E (b) Owner’s title policy to be issued by (Buyer shall pay for any title insurance policy insuring Buyer’s lender, unless otherwise agreed in writing.) C. OTHER COSTS: (1) Buyer D Seller shall pay County transfer tax or fee (2) E Buyer D Seller shall pay City transfer tax or fee (3) m Buyer D Seller shall pay Homeowners’ Association (“HOA”) transferfee (4) ‘ J; ‘ k .t A ‘ t; .‘ r ; : ‘ (5) Buyer to pay for any HOA cenification fee. (6) [X Buyer D Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. (7) m Buyer DSeller shall pay for any private transfer fee (8) D Buyer DSellershall payfor (9) D Buyer DSeller shall pay for . 10. CLOSING AND POSSESSION: Possession shall be delivered to Buyer: (i) at 6 PM or( D AM/D PM) on the date of Close 0f Escrow; (ii) D no later than_ calendar days after Close Of Escrow; or (iii) D at_ D AM/D PM on . The Property shall be unoccupied, unless othenNise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners’ Association (“HOA") to obtain keys to accessible HOA facilities. Buyer’s Initials(-)(-) saller’s Initials (-)(-) VLPA REVISED 12/18 (PAGE 3 OF 11) Print Date EQUAL HOUSING OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 0F 11) Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11B or C. B. ITEMS INCLUDED IN SALE: (1) A|| EXISTING fixtures and fittings that are attached to the Property; (2) The following items: None (3) Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. (4) A|| items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE: None 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS: Within the time specified in paragraph 19A, Seller shall, if required by Law: (i) Deliver to Buyer earthquake guide(s) (and questionnaire), environmental hazards booklet; (ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii) disclose any other zone as required by Law and provide any other information required for those zones. WITHHOLDING TAXES: Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). MEGAN’S LAW DATABASE DISCLOSURE: Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer’s inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http:l/www.npms.phmsa.dot.govl. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or_) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). (2) If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 (or_) Days After Acceptance to request from the HOA (C.A.R. Form HOA1 ): (i) Copies of any documents required by Law; (ii) disclosure of any pending or anticipated claim or litigation by or against the HOA; (iii) a statement containing the location and number of designated parking and storage spaces; (iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v) the names and contact information of all HOAs governing the Property (collectively, “CI Disclosures”). Seller shall itemize and Deliver to Buyer all Cl Disclosures received from the HOA and any CI Disclosures in Seller’s possession. Buyer’s approval of Cl Disclosures is a contingency of this Agreement as specified in paragraph 193(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: Buyer hereby acknowledges any and all disclosures if have have been received. A. Within the time specified in paragraph 19, if Seller has actual knowledge, Seller shall provide to Buyer, in writing, the following information: (1) LEGAL PROCEEDINGS: Any lawsuits by or against Seller, threatening or affecting the Property, including any lawsuits alleging a defect or deficiency in the Property or common areas, or any known notices of abatement or citations filed or issued against the Property. (2) AGRICULTURAL USE: Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). (3 ) DEED RESTRICTIONS: Any deed restrictions or obligations. (4) FARM USE. Whether the Property'Is in, or adjacent to, an area with Right to Farm rights_ (Civil Code §3482.5 and §3482.6). (5) ENDANGERED SPECIES: Presence of endangered, threatened, ‘candidate species, or wetlands on the Property. (6) ENVIRONMENTAL HAZARDS: Any substances, materials, or products that may be an environmental hazard including, but not limited to, asbestos, formaldehyde, radon gas, lead-based paint, fuel or chemical storage tanks, and contaminated soil or water on the Property. (7) COMMON WALLS: Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. (8) LANDLOCKED: The absence of legal or physical access to the Property. (9) EASEMENTS/ENCROACHMENTS: Any encroachments, easements or similar matters that may affect the Property. (10) SOIL FILL: Any fill (compacted or otherwise), or abandoned mining operations on the Property. (11) SOIL PROBLEMS: Any slippage, sliding, flooding, drainage, grading, or other soil problems. (12) EARTHQUAKE DAMAGE: Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. (13) ZONING ISSUES: Any zoning violations, non-conforming uses, or violations of “setback” requirements. (14) NEIGHBORHOOD PROBLEMS: Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS: Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. D TENANT ESTOPPEL CERTIFICATES: Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging: (i) that tenants’ rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. Buyer’s Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12,18 (PAGE 4 OF 11) Print Date EOUALHousme opponrumrv VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 OF 11) Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: D. MELLO-ROOS TAX; 1915 BOND ACT: Within the time specified in paragraph 19, Seller shall: (i) make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or, if allowed, substantially equivalent notice), pursuant to the Mello-Roos Community Facilities Act, and Improvement Bond Act of 191 5, and (ii) promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE: Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES: In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items. However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A. Prior to Close Of Escrow, Seller may engage in the following acts, (“Proposed Changes”), subject to Buyer’s rights in paragraph 15B: (i) rent or lease any part of the premises; (ii) alter, modify or extend any existing rental or lease agreement; (iii) enter into, alter, modify or extend any service contract(s); or (iv) change the status of the condition of the Property. B. At least 7 (or __) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 (or _) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY: Unless otherwise agreed in writing: (i) the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer’s Investigation rights; (ii) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal propeny not included in the sale shall be removed by Close Of Escrow. A. Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B. Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 193, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER’S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A. Buyer’s acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 198. Within the time specified in paragraph 193(1), Buyer shall have the right, at Buyer’s expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations"), including, but not limited to, the right to: (i) inspect for lead-based paint and other lead-based paint hazards; (ii) inspect for wood destroying pests and organisms; (iii) review the registered sex offender database; (iv) confirm the insurability of Buyer and the Property; and (v) satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller’s prior written consent, Buyer shall neither make nor cause to be made: (i) invasive or destructive Buyer Investigations except for minimally invasive testing; or (ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law. B. Seller shall make the Property available for all Buyer Investigations. Buyer shall (i) as specified in paragraph 193, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii) give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property: Buyer shall: (i) keep the Property free and clear of liens; (ii) repair all damage arising from Buyer Investigations; and (iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer’s behalf to carry, policies of liability, workers’ compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer’s direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer’s direction. Buyer’s obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED T0 INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT T0 LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES: Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and wi|| not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE: Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of “setback" requirements. (Buyer should also investigate whether these matters affect Buyer’s intended use of the Property.) G. UTILITIES AND SERVICES: Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer’s Initials ( )( ) Seller’s Initials (-)(-) VLPA REVISED 12/18 (PAGE 5 0F 11) Print Date Q VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) Efifinfifl? Property Address: 91 Montague Expresswav, Milpitas, CA 95035 Date: H. ENVIRONMENTAL HAZARDS: Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. GEOLOGIC CONDITIONS: Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. NATURAL HAZARD ZONE: Special Flood Hazard Areas, Potential Flooding (lnundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. PROPERTY DAMAGE: Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS: Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners’ Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS: Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners’ Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners’ Association requirements. N. SPECIAL TAX: Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act 0f 1915. O. RENTAL PROPERTY RESTRICTIONS: Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT: Conditions that may affect the ability to place and use a manufactured home on the Property. 18. TITLE AND VESTING: A. Within the time specified in paragraph 19, Buyer shall be provided a current preliminary title report (“Preliminary Report"). The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. Buyer’s review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 198. The company providing the Preliminary Report shall, prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs), corporations, and government entities. Seller shall within 7 Days After Acceptance, give Escrow Holder a completed Statement of Information. B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: (i) monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii) those matters which Seller has agreed to remove in writing. Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. Special 0r Limited D. At Close Of Escrow, Buyer shall receive a giant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller’s leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer’s supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E. Buyer shall receive a “CLTA/ALTA Homeowner’s Policy of Title Insurance”, if applicable to the type of property and buyer. A title company, at Buyer’s request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 19. TIME PERIODS; REMOVAL 0F CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: K(orm) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer afterfirst Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HASuM (or _2_) Days After Acceptance, unless otherwise agreed in writing, to: (i) complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii) Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. (2) Within the time specified in paragraph 193(1 ), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer’s requests. (3) By the end of the time specified in paragraph 198(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer has 5 (or 1_) Days After Delivery of any such items, or the time specified in paragraph 198(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. FF.“ Buyer’s Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12/18 (PAGE 6 OF 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 0F 11) 53%mfim Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: (4) Continuation of Contingency: Even after the end of the time specified in paragraph 198(1) and before Seller cancels, if at all, pursuant to paragraph 190, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer’s written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 190(1 ). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer’s deposit, except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations: Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s): (i) Deposit funds as required by paragraph 3A or SB or if the funds deposited pursuant to paragraph 3A or 38 are not good when deposited; (ii) Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA); (iii) Deliver a letter as required by paragraph 3J(1 ); (iv) Deliver verification as required by paragraph 30 or 3H or if Seller reasonably disapproves of the verification provided by paragraph 30 or 3H; (v) Return Statutory Disclosures as required by paragraph 12A; or (vi) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs BB and 27B; or (vii) Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer’s deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER OR SELLER TO PERFORM: The NBP or NSP shall: (i) be in writing; (ii) be signed by the applicable Buyer or Seller; and (iii) give the other Party at least 2 (or_) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT 0F BUYER’S REMOVAL OF CONTINGENCIES: If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have: (i) completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right; (ii) elected to proceed with the transaction; and (iii) assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall: (i) be signed by the applicable Buyer or Seller; and (ii) give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT 0F CANCELLATION 0N DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below, release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award. If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions. A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS: Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller‘s expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: (i) obtain invoices and paid receipts for Repairs performed by others; (ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property within 5 (or_) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: (i) the Property is maintained pursuant to paragraph 16; (ii) Repairs have been completed as agreed; and (iii) Seller has complied with Seller’s other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION: Buyer and Seller acknowledge: (i) Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances; (ii) Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement; (iii) Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv) Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. Buyer's Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12I18 (PAGE 7 OF 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) E?%n"r°fi'fil'¥3 Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows: (i) for periods after Close Of Escrow, by Buyer; and (ii) for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 24. BROKERS: A. COMPENSATION: Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Brokerand that Selleror Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B. SCOPE OF DUTY: Buyer and Seller acknowledge and agree that Broker: (i) Does not decide what price Buyer should pay or Seller should accept; (ii) Does not guarantee the condition of the Property; (iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; (iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property; (v) Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker; (vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; (vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; (viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material; (ix) Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale; (x) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 25. REPRESENTATIVE CAPACITY: If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Disclosure (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 26. JOINT ESCROW INSTRUCTIONS T0 ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 128, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer’s or Seller’s funds, or both, as applicable, the Broker’s compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder’s general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 98(1 )(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or_) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B. A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance (or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller’s Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller’s FIRPTA obligation under paragraph 128, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C. Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder’s payment to Broker(s) of compensation pursuant to this Agreement. D. Upon receipt, Escrow Holder shall provide Seller and Seller’s Broker verification of Buyer’s deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers: (i) if Buyer’s initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii) if Buyer and Seller instruct Escrow Holder to cancel escrow. Buyer’s Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12/15 (PAGE 8 of 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: E. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. 27. REMEDIES FOR BUYER’S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B. LIQUIDATED DAMAGES: If Buyer fails to complete this purchase because of Buyer’s default, Seller shall retain, as liquidated damages, the deposit actually paid. Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement. Release of funds will require mutual, Signed release instructionsfrom both Buyerand Seller,judicial decision or arbitration award. AT THE TIME 0F ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES)PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R. FORM RID . Buyer’s Initials / Seller’s Initials / 28. DISPUTE RESOLUTION: A. MEDIATION: The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org) or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED. Exclusions from this mediation agreement are specified in paragraph 28C. B. ARBITRATION 0F DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1 283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING T0 HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION 0F 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 THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION. IF YOU REFUSE TO SUBMIT T0 ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY 0F THE CALIFORNIA CODE 0F CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT 0F THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION T0 NEUTRAL ARBITRATI N.” Buyer’s Initials / Seller’s Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, iniunction, or other provisional remedies; or (iii) the filing of a mechanic’s lien. (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS: Brokers do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. Buyer’s Initials ( )( ) Seller’s Initials ( )( ) VLPA REVISED 12/18 (PAGE 9 of 11) Print Date VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) Property Address; 91 Montague Expressway, Milpitas, CA 95035 Date; 30. 31. 32. 33. 34. 35. 36. 37. MULTIPLE LISTING SERVICE (“MLS”): Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. ATTORNEY FEES: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 28A. ASSIGNMENT: Buyer shall not assign all or any part of Buyer’s interest in this Agreement without first having obtained the written consent of Seller. Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer’s obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R. Form AOAA). EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti-discrimination Laws. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counter offer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers’ compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. A|| understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as othenNise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. DEFINITIONS: As used in this Agreement: A. “Acceptance” means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party’s authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement” means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. “C.A.R. Form” means the most current version of the specific form referenced or another comparable form agreed to by the panies. “Close 0f Escrow” means the date the grant deed, or other evidence of transfer of title, is recorded. “Copy” means copy by any means including photocopy, NCR, facsimile and electronic. “Days” means calendar days. However, after Acceptance. the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. “Days After” means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. “Days Prior” means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. “Deliver”, “Delivered” or “Delivery”, unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page 11, regardless of the method used (i.e., messenger, mail, email, fax, other). I. “Electronic Copy” or “Electronic Signature” means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law” means any law, code, statute, ordinance, regulation, rule or order. which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs” means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed” means either a handwritten or electronic signature on an original document, Copy or any counterpart. EXPIRATION OF OFFER: This offershall be deemed revoked and the deposit, ifany, shall be returned to Buyer unlessthe offer'Is Signed by Seller and a Copy of the Signed offer Is personally received by Buyer, or by . who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by DAM/ DPM, on (date)). C rump F Q .H D One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. Date BUYER (Print name) Date BUYER (Print name) U Additional Signature Addendum attached (C.A.R. Form ASA). VLPA REVISED 12/18 (PAGE 1o of 11) Print Date Seners Initials ( X ) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) Property Address: 91 Montague Expressway, Milpitas, CA 95035 Date: 38. ACCEPTANCE 0F OFFER: Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. D (If checked) SELLER’S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R. Form SCO or SMCO) DATED: D One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S) for additional terms. Date SELLER (Print name) Date SELLER (Print name) D Additional Signature Addendum attached (C.A.R. Form ASA). _/ )(Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE: A Copy of Signed Accteptance was (lnltla-IS) personally received by Buyer or Buye_r’s authorized agent on (date) DAM/DPM. A binding Agreement is created when a Copy of Signed Acceptance is personallyareceived by Buyer or Buyer’s authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: Real Estate Brokers are not parties to the Agreement between Buyer and Seller. Agency relationships are confirmed as stated in paragraph 2. If specified'In paragraph 3A(2) Agent who submitted the offer for Buyer acknowledges receipt of deposit. COOPERATING (BUYOE ’S BROKER COMPeENSATION. Seller‘s Bro er grees to pay Buyer’s Broker and Buyer’s Broker EllliwIc agrees t (Szer s ecified in the MLS, provided Buyer’s Broker is a Participa S'I h o :0 l MLS. If Seller’s Broker and Buyer’s Broker are not both Parti re «om Ich opa ered for sale, then compensation must be specified in a separateawritten agreement (C.A. R. Form CLBSC%Declaration of License and Tax (.C A. R. Form DLT) may be used to document that tax rep tin an xe xi E. PRESENT aBr'le uant ta d f P ice 1- 7, if Buyer’s Broker makes a written request, Seller’s Broker shall con Ier. .09.“? Buyer’s Brokerage Firmm DRE Lic. #__ _ By DRE Lic. # Date By DRE Lic. # Date Address City State Zip Telephone Fax E-mail Seller’s Brokerage Firm DRE Lic. # By DRE Lic. # Date By DRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, D a deposit in the amount of $ ), counter offer numbers D Seller’s Statement of Information and . and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder’s general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # D Department of Business Oversight, D Department of Insurance, D Department of Real Estate. PRESENTATION OF OFFER: ( J Seller’s Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION 0F OFFER: ( )( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller’s Initials ©1 996- 201 8, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Buyer’s Acknowledge that page 11 is part of R Published and Distributed by. this Agreement ( )( ) E REAL ESTATE BUSINESS SERVICES, INC. B a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® S 525 South Virgil Avenue, Los Angeles California 90020 VLPA REVISED 12/18 (PAGE 11 of 11) Print Date euumousmn OPPORTUNITY VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) DocuSign Envelope ID: CCC7FFAF-FE03-4764-A21E-57A2087E208F ADDENDUM (c.A.R. Form ADM, Revised 12/15) No. ONE The following terms and conditions are hereby incorporated in and made a part of the: M Purchase Agreement, D Residential Lease or Month-to-Month Rental Agreement, D Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), Kpther dated , on property known as 91 Montague Expressway, Milpitas , CA 95035 in which is referred to as ("Buyer/Tenant") and RP20 91 Montague LLC is referred to as ("Seller/Landlord"). Buyer has extensive knowledge regarding the Property and is purchasing the Property on an AS-IS basis. Therefore, Buyer is waiving any and all disclosures including those found in Sections 12, 13, and 14 of the Purchase Agreement. The initial deposit is non-refundable to Buyer. The Buyer is required to bring additional funds to closing in order to reimburse Seller for any additional taxes paid after the date of this contract. Buyer hereby authorizes Seller to list and market the Property for sale during the pendency of this Agreement in order to solicit backup offers. Seller shall be responsible for any commisions owed as a result of the listing of the Property. Buyer to pay all buyer and seller costs associated with closing this transaction. seller by December 23, 2020. The non-refundable initial deposit and additional deposits,received by seller, shall be credited to the buyer at close of escrow on or before December 31, 2020. If buyer fails to bring in the additional non-refundable deposit by December 23, 2020, the contract is hereby terminated. r-I Buyer to be responsible for payinq/removinq any mechanics liens recorded on the property at or before the close of escrow. IEI The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt 0f a copy of this document. Date Date I Buyer/Tenant Seller/LandlordX Buyer/Tenant Seller/LandlordX © 1986-2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. L Published and Distributed by: REAL ESTATE BUSINESS SERVICES, LLC. a subsidiary of the California Association ofREALTORS® ‘ , 525 South Virgil Avenue, Los Angeles, California 90020 ADM REVISED 12/15 (PAGE 1 OF 1) ADDENDUM (ADM pAGE 1 0|: 1) Phone: Fax: EXHIBIT R C. f.. Ree Jory Taylor CAPITAL PARTNERS RE: 91 Montague 1 message Craig Higdon Thu, Dec 17, 2020 at 9:36 AM To: Jory Taylor Cc: Jed Robinson , Chad DeCoursey , Mary Ly <88homes@sbcglobal.net> Hi Jory, I Will need t0 get With Mary t0 answer a few 0f your questions. What I can answer is below in red. Note that as 0f Tuesday, 12/22/20, Mary’s attorney Will be able to have the liens removed by the court if she does not receive lien releases before then. WWW Chief Executive Officer - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 51 5-606-51 87, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapitaI.com IMPORTANT: This transmission is sent on behalf 0fDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient 0r a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRealtyCapital.comand please dispose of and delete this transmission. Thank you. From: Jory Taylor Sent: Thursday, December 17, 2020 11:01 AM To: Craig Higdon Cc: Jed Robinson ; Chad DeCoursey ; Mary Ly <88homes@sbcglobal.net> Subject: Re: 91 Montague Craig- We are still working through the issue on our end and hope to have a plan soon. We realize that if Mary closes, the liens are of no concern to us. However if Mary is unable to get the liens released and for some reason is unable to close, then the liens become something we will need to resolve. Regardless of their validity, they have already created additional costs to us to look into them and if we need to have them removed those costs will increase. If Mary can provide the following information on the TJGA LLC lien, it would speed up the process. 1. Date the worked commenced 2. Was there a written agreement? If so we need an executed copy 3. Was the work completed? If so what was the completion date and what documentation can you provide as to the completion? 4. If the work is not completed, is the work still on going or has it stopped? If work has stopped, when and why? 5. Did Mary receive preliminary notice? If yes, when and how? | do not believe Mary received notice as she was surprised by the liens when we pulled the prelim. How close to closing is the lender and investor? We are about 2 weeks away, with a goal to close be the end of the year, if not sooner. ls the lender, investor or Mary prepared to put a significant deposit for closing in escrow? Yes, that’s the point of have DPG co-invest with Mary. Is Mary or her investor willing to put funds in escrow to pay costs associated with having the liens removed and/or paid? As stated earlier, clear title has to be delivered to Parkview in order for them to fund, so yes. Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 .652.91 83 |jory@reefpcg.com On Thu, Dec 17, 2020 at 7:49 AM Craig Higdon wrote: Good morning Jory, Jed, and Chad, Both Parkview Financial and DPG Investments are waiting for the executed copy 0f the PSA. We know that Mary has to take care 0f the mechanics liens in order t0 provide Parkview With clear title, has engaged counsel to remove those liens, and would have to pay them in the event her attorney is unsuccessful (and has offered language in the PSA to that effect). Where are you on this? WWW Chief Executive Officer - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 515-606-51 87, Access Code 690636# Conference Line Linkedln www. DragonRealtyCapital .com IMPORTANT: This transmission is sent 0n behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. Ifyou received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRea|tyCapital.Comand please dispose of and delete this transmission. Thank you. EXHIBIT S .. f.. Ree Jory Taylor CAPITAL PARTNERS 91 Montague 1 message Craig Higdon Tue, Dec 22, 2020 at 11:44 AM To: Mary Ly <88homes@sbcg|obal.net>, Jow Taylor , Jed Robinson , Chad DeCoursey Cc: Arasto Farsad , Nancy Weng Hi Mary, We received the registered/certified mail receipts from escrow yesterday. This will allow your attorneys to remove the mechanics liens from title on January 4th since the 2nd is a Saturday. I am also aware that under the PSA that is currently not signed you were to make a payment t0 PCG tomorrow. Even though we know that: 1. The liens will be removed by statute 0n January 4th, 2. The liens are 0n a property that you d0 not own, 3. We’ve modified the PSA t0 make you explicitly responsible for the lien removal, and 4. You must deliver clear title t0 Parkview in order t0 the close 0f the loan. .. You don’t REALLY have an executed purchase contract with PCG. Now I know that both you and PCG acted in good faith t0 get the PSA prior t0 the title issues, however it is REALLY necessary for us t0 get that PSA in place for both Parkview Financial and DPG Investments t0 complete their approval process. As it stands, without that PSA, we are in limbo. I also know that you were supposed t0 make a payment to PCG tomorrow as part 0f that now non-executed contract. I think it would be in both your and PCG’S best interests t0 execute that contract so you can make the payment With peace 0fmind and get BOTH approvals in place so you can close this thing. Also, given the delay caused by escrow, we should move the closing date t0 January 1 5 , 202 1 . WWW Chief Executive Officer DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 515-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapita|.com IMPORTANT: This transmission is sent on behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. Ifyou received this transmission in error, please notify us immediately by telephone at 888-578-5441 X80 or by e-mail at |nfo@DragonRealtyCapita|.Comand please dispose 0f and delete this transmission. Thank you. E Montague PSA Addendum 1, R3.pdf601K EXHIBIT T .. fO. Ree Jory Taylor Amuns Re: 91 Montague Expressway - RP20 91 Montague LLC (property owner) 1 message Jory Taylor Thu, May 27, 2021 at 1:50 PM To: Mary Ly Cc: Jed Robinson . Chad DeCoursey , Craig Higdon Mary- | appreciate you reaching out about purchasing the property at 91 Montague. We had multiple discussions on the possibility of allowing you to execute a back-up offer. At this time we are not willing to enter into a second position offer. We believe the buyer will be able to complete the purchase of the property and | do not want to create any issues by executing another offer. Please feel free to reach out to me if you have questions or would like to discuss further. | am happy to let you know if anything changes. Best regards, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. I Suite 2 | Alpine, UT 84004 801 652.9183 I jory@reefpcg.com On Wed, May 19, 2021 at 11:33 AM Mary Ly wrote: Hi Jory . Sean call me this morning mention about your email to asked him to remove the sign. (we are delay because waiting for appraisal ) Jory . | have the loan approval $ 48,000,000 On last week we had conference call on the phone with builder insurance . Today | will received LOI . Could you make arrange with your team tomorrow morning conference call with lender , Craig , builder ,Jed . Tomorrow lender will let you the time to close just 2 to 3 week . Thanks for help patient ,( please contact to me if you have any question ) Mary Begin forwarded message: From: Sean Anderson Date: May 19, 2021 at 9:51:46 AM PDT To: Mary Ly Subject: FW: 91 Montague Expressway - RP20 91 Montague LLC (property owner) FYI Sean Anderson President / CEO Stoer Construction, Inc. M: 408.593.5276 From: Jory Taylor Sent: Wednesday, May 19, 2021 9:40 AM To: Sean Anderson Subject: 91 Montague Expressway - RP20 91 Montague LLC (property owner) Sean- | appreciate your time today, and apologize for any misinformation you may have received from other parties. Please let me know when the sign has been removed. Feel free to reach out with any questions. Thanks, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. I Suite 2 | Alpine, UT 84004 80 1 .65291 83 |jory@reefpcg.com EXHIBIT U I =I REEf Jury Tamar ipn-firaécaxamh ‘.!-- H “Huh 1: Ra: 91 Huntagua - Cnnfamnna Call Raquut 'l r1I-':.'.--.I-;I-.' Jory Taylor diurr-fimu‘lpagnnm‘: Wud.JI.I1 212fl21 l?! 101$ I'M Tu. Hay I.)- iadnhnvumunbflmdmmr Cc; Jud Rnblnsun fludfimabcgmrflb, Chad DuCuursar fladfiuuhcgfium". Craig Higdun darigfidrgunmulymp'ulfiuml Hry- Wa annual: yaur hm: and "1a uinrrnalnn hm I'm all yunarday. Nhr anutlur ruh'uw dlh currml pIerIasa agmumurl and mu huym’: right and mmudn: . in I1: awn! d a sulur dflmfl mdudng bu! nnl hmmd la wuaic purhrmancu UT he agruu'nmL-n'a are rid wlhng lu uncul aha mnrad ur unlur ml: a =5de pa=!nn dhr. ”[1: curmn'lhurur dahulu ur Emmi: I1: agra-arnarl, lull] ranch uulIn pu. Plaza: Iaul ha In mam uul la mu fl Tau haw qunmn: a wuuld I115 lu damn Elfin". Juli] lal “puu immi- ilanyu'l'ng changes. Eu! rugnds. M s. Jar]- 'larm-r Hmi-PEG 1-30 -".' iurIm-‘I C'i-N; rid L Eiutle 'E' I .IilpII-J UT Q‘Lillfli JIZ'II ii :3 31-9.] I p-‘r-F'fi'c-u-"a-ng mn- fln Th4, Ma]- 21 2021 al 251 PH Crag H'gdun dumlgnfldmgurrruflmplhl :u-TrJ- ml: Hum, Mary wmfld like a call wi'lh you, She was thinkim lflzm Io lflzilfl AM PST, hut itsmmds like ym‘d like m dun mmmhing Iamr? Whm‘s agood time Em 5mm folks? cam?74W Emu! Etewhu aim: _ DRAGON Emmi! Ewlmnhg: 51'de Lam Inhibit: 1825 Paulsan Dri-m PurlCl‘urluE-a. FL 3395i flaifiTa-iifl IE1 D'rafl 5151flflfl~5181 A5353 Cad: Bflflfifli leuunau [nu Llrlhudh wwflmgmfidawflanlal Darn JMNFR‘TMT’ Talurlpmzfinfia m xmlcm helmll'nl DRAGGH J-LE ALT 'c' CrlPlTAL am! I maybe priu‘h-ged. pmpnzury or :c-a Ewan“. ll u. mended nu} fur lb: nuns“! reupjml Hymn m: non h.- Inundcd rumpus or a person rc-apou b1: I'm dcivn'mngemmnnm‘umnnm n: ncmd mnpnaL ymmuy ax dumchcp-y n: dmnbulc Uh. Immune: w uh: .nyauu-m m :elumc m I ll' 3mm recurred Iv. lrnimriamn in cm. plume r mu r5 up: mmcduulybyulcphbn: a: sfiL-fifi-HM 129.1 c-l'by c-maflal hh-fiflmgmflealrfflaplalfiumud plant.- dlspna: nl' um: aflac it. nmmam “Thu 1.1m. Frurrl: Jury Taflur fiar‘p‘fi-reabog turn: Slnl: Thursdaylula'l' 2?. 3321 nifli‘ PM To: leg ngdan I'lc'ag-g'dragunrcarfapfll cam:- Ec: Jud Rubinsun iledflruatlcg camh: Charann iumanflminanafllgmunxmbj ag-fimnmuraiund mm: Chad Daflumq‘ dmacl-filreahcg cumin Mary Ly CAPITAL PARTNERS RE: 91 Montague Exp. Back Up Offer 1 message Craig Higdon Tue, Jun 15, 2021 at 9:02 AM To: Jory Taylor Cc: Chad DeCoursey , Jed Robinson , Mary Ly , "elIi5828@rogersglobe.com" Thanks for the update, Jory. Just know that we’re able to close should the current contract cancel for any reason. WWW Chief Executive Officer w - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 51 5-606-51 87, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent 0n behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. Ifyou are not the intended recipient or a person responsible for delivering this transmission t0 the intended recipient, you may not disclose, copy or distribute this transmission or take any action in reliance on it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at |nfo@DragonRea|tyCapital.Comand please dispose 0f and delete this transmission. Thank you. From: Jory Taylor Sent: Tuesday, June 15, 2021 11:01 AM To: Craig Higdon Cc: Chad DeCoursey ; Jed Robinson ; Mary Ly ; e||i3828@rogersglobe.com Subject: Re: 91 Montague Exp. Back Up Offer Craig- We appreciate you sending the information, however our position has not changed. We have had multiple parties interested in the project who have sent in contracts knowing we already have a buyer. We are not willing to cancel the existing contract or enter into a back-up offer with any party. We feel it is best not to execute a backup offer on this project. If anything changes with the current buyer we will reach out. Feel free to contact me if you would like to discuss further. Best, Ms. Jory Taylor Reef-PCG 160 W. Canyon Crest Rd. | Suite 2 | Alpine, UT 84004 801 652.9183 |j0ry@reefpcg.com On Mon, Jun 14, 2021 at 2:12 PM Jed Robinson wrote: ---------- Forwarded message --------- From: Craig Higdon Date: Mon, Jun 14, 2021 at2:10 PM Subject: 91 Montague Exp. Back Up Offer To: Jed Robinson Cc: Mary Ly , Ellis Rogers Jr. Hi Jed, Attached, please find a back up offer for 91 Montague. The documents included herein are: 1. Purchase and Sale Agreement, $9.7MM purchase price. 2. Rogers Global loan approval for the entire purchase price. 3. Copies of lien releases. Please note that I d0 not represent Mary in the capacity of real estate broker and that this is a Net Offer, I’m acting as the Loan Broker. Please let us know ifyou have any questions. WWW Chief Executive Officer - DRAGON Financial Engineering: Structured Loan Solutions 18245 Paulson Drive Port Charlotte, FL 33954 888-578-5441 x81 Direct 51 5-606-5187, Access Code 690636# Conference Line Linkedln www.DragonRealtyCapital.com IMPORTANT: This transmission is sent on behalf ofDRAGON REALTY CAPITAL and it may be privileged, proprietary or confidential. It is intended only for the intended recipient. If you are not the intended recipient or a person responsible for delivering this transmission to the intended recipient, you may not disclose, copy 0r distribute this transmission 0r take any action in reliance on it. If you received this transmission in error, please notify us immediately by telephone at 888-578-5441 x80 or by e-mail at lnfo@DragonRealtyCapita|.Comand please dispose of and delete this transmission. Thank you. EXHIBIT W DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This Agreement is entered into this l'uclay of , 2021 by ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP20 91 Montague LLC, a Utah limited liability company ("Seller"), who agree as follows: 1. Agreement. Seller agrees to sell, and Buyer shall have the right to purchase, upon and subject to all of the terms and conditions set forth in this Agreement, the approximately 1.8 aggregate acres of real property located at 91 W. Montague Expressway in Milpitas, Santa Clara County, California, (APN 083-42-002), as more particularly described or illustrated on Exhibit "A" attached hereto and made a part of this Agreement by this reference, including all fixtures, improvements thereon and appurtenances thereto (collectively, the "Property"). 2. Escrow. Upon execution of this Agreement by Buyer and Seller, the parties hereto shall cause an escrow to be established with Leticia ColOn, Stewart Title Guaranty Company ("Escrow Agent"), 100 Pine Street, Suite 450, San Francisco, CA 94111-5106, Fax: 415.986.5973, to facilitate the transactions provided for in this Agreement. This Agreement constitutes escrow instructions to Escrow Agent. 3. Opening and Close of Escrow. Escrow Agent is authorized and instructed to insert as the date of this Agreement the date upon which a fully executed copy of this Agreement is deposited with Escrow Agent, along with a fully executed copy of the Memorandum of Purchase and Sale Agreement, the form of which is attached as Exhibit C (the "Memorandum") and a fully executed copy of the Quitclaim Deed for such Memorandum, the form of which is attached as Exhibit D (the "Quitclaim"), which date shall constitute the date escrow is opened. Subject to the terms and conditions of this Agreement, the close of escrow shall occur on the date Nine (9) months from the opening of escrow, or such earlier date at the election of the Buyer. Possession of the Property shall be delivered to Buyer upon the close of escrow. Notwithstanding the foregoing, Buyer shall have the right and option to extend the closing date by up to one (1) time, for a three (3) month extension period, by depositing in escrow, on or before the date then scheduled for the close of escrow, an amount equal to $200,000, which amount shall (a) not apply to the purchase price of the Property, (b) not constitute and, except as expressly provided to the contrary in this Agreement, be treated as earnest money, and (c) be nonrefundable to Buyer and immediately released to Seller. 4. Purchase Price. The purchase price for the Property shall be Nine Million Five Hundred Thousand Dollars ($9,500,000). The purchase price shall be payable as follows: (a) $150,000 earnest money, by wire transfer, or personal or corporate check, to be deposited in escrow by Buyer within three (3) business days of the opening of escrow, which deposit shall be credited to the purchase price and which shall be released, except as otherwise provided in this Agreement, to Seller one day after the Feasibility Date; (b) $350,000 additional earnest money, by wire transfer, or personal or corporate check, to be deposited in escrow by Buyer on or before the date ninety (90) days after the Feasibility Date, which deposit shall be credited to the purchase price and then immediately released to Seller; and (c) the balance, subject to adjustment for prorations, to be deposited in escrow by Buyer in currently available funds on or before the close of escrow. 5. Earnest Money. (a) Unless otherwise specified in writing by Buyer, all earnest money, extension payments and other funds deposited by Buyer shall be maintained in an interest-bearing account in a federally-insured financial institution approved by Buyer, with all interest to accrue for the benefit of Buyer. Seller shall have no entitlement to such interest, (b) Notwithstanding anything to the contrary contained in this Agreement, no earnest money, extension payments made pursuant to paragraph 3, or other funds shall be released or disbursed to Seller: Ds ( ) Seller's Initials ( f- -)Iruyer's Initials Page 1 of 9 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 (I) unless and until Seller demonstrates to Escrow Agent's reasonable satisfaction that Seller holds good and marketable fee title to the Property except for the Known Mechanic's Lien defined in paragraph 6 below and has the right to sell the Property on the terms set forth in this Agreement; or (ii) at any time that Seller is in default under this Agreement; or (iii) at any time after Buyer has given Escrow Agent written notice canceling this Agreement in accordance with the terms of this Agreement; or (v) prior to the recordation of the Memorandum, which pursuant to Section 10 is to be recorded on the morning of the day after the Feasibility Date, or anytime after such document has been released or otherwise removed from record. 6. Title Review. Within seven (7) days after the opening of escrow, Escrow Agent shall deliver to Buyer a commitment to issue an extended coverage owner's policy of title insurance (the "Preliminary Report") to insure Buyer in the amount of the purchase price of the Property of good and marketable fee title to the Property free and clear of all monetary liens and encumbrances. In addition to the Preliminary Report, Escrow Agent shall simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of the Preliminary Report and in the Requirements section of the Preliminary Report. On or before the date twenty (20) business days after Buyer's receipt of the Preliminary Report and documents, Buyer shall notify Seller and Escrow Agent in writing of any matter contained or referred to in the Preliminary Report to which Buyer objects (hereinafter referred to as a "Defect"). In the event the Preliminary Report is amended to include new exceptions that are not set forth in a prior Preliminary Report, Buyer shall have ten (10) business days after Buyer's receipt of the amended Preliminary Report and copies of the documents identified in the new exceptions or new requirements to notify Seller and Escrow Agent of any Defects identified in the amended Preliminary Report that were not also identified in a prior Preliminary Report. Failure of Buyer to give notice of its objection to a title exception during the applicable time period shall, except with respect to Forbidden Defects (as defined below), be deemed a waiver of Buyer's right to object to such title exception, but shall not constitute a waiver of any matters identified or addressed in the Requirements section of the Preliminary Report. Seller shall have fourteen (14) days after notice of a Defect is given by Buyer within which to eliminate the Defect, except for a mechanic's lien recorded on August 28, 2020 by TJGA LLC DBA AR Construction related to alleged work performed on behalf of a prior owner of the Property (the "Known Mechanic's Lien"), which shall be addressed as set forth at the end of this Section 6 below. If Seller is unable or unwilling to eliminate the Defect, then except with respect to Forbidden Defects, Buyer's sole remedy shall be to elect, by written notice to Seller and Escrow Agent on or before the date scheduled for the close of escrow, to either (a) cancel this Agreement, or (b) waive the Defect. Except as otherwise provided in this Agreement, if this Agreement is cancelled pursuant to this paragraph, the earnest money and any interest thereon shall be refunded to Buyer, this Agreement shall thereupon be null and void and of no force or effect and Buyer and Seller shall have no further obligations or liabilities hereunder. Notwithstanding the foregoing, Seller warrants and agrees that as of the close of escrow the Property shall not be subject to any of the following (hereinafter referred to as "Forbidden Defects"): (a) any leases, rental agreements or other rights of occupancy of any kind, whether oral or written; (b) any mortgages, deeds of trust, security agreements, judgments, liens, claims of lien or other title defects or exceptions that are monetary in nature, except for the lien of current real property taxes not yet due and payable; (c) any options, rights of first refusal or other title matters customarily deemed in the County in which the Property is located to render real property unmarketable; (d) any Defects that Seller agrees to eliminate pursuant to the terms of this paragraph above; and (e) any matters created after the date of this Agreement without the Buyer's prior written consent. With regard to the Known Mechanic's Lien, Seller shall use commercially reasonable efforts to remove the Known Mechanic's Lien prior to the Closing Date; however if despite such efforts, Seller is unable to remove the Known Mechanic's Lien prior to the Closing Date, Seller, Buyer and Escrow Agent shall enter into an escrow holdback agreement at Closing pursuant to which Escrow Agent shall holdback in Escrow, from the distribution of the Purchase Price to Seller at Closing, an amount equal to one hundred and fifty percent (150%) of all amounts (including without limitation any fees, costs, interests or penalties, if any, which the Known Mechanic's Lien holder is entitled to under applicable law) that would be due and owing on the Known Mechanic's Lien if such lien were found to be valid (the "Holdback Amount"). If Seller is unable to obtain a release of the Known Mechanic's Lien on or before the date that is six (6) months after the Closing Date, the escrow holdback agreement shall provide that the Escrow Agent pay such amount of the Holdback Amount to the Known Mechanic's Lien holder to obtain a release of the which the Known Mechanic's Lien on or before the date that is six (6) months after the Closing Date. In any event, Seller agrees to indemnify, defend and hold Buyer harmless for, from and against any and all claims, liability and expenses relating to the Known Mechanic's Lien. Escrow Agent shall deliver an initial draft of the escrow holdback agreement no later than five (5) business days after the opening of escrow to Buyer and Seller for comment and Buyer and Seller shall agree to the final form of the escrow holdback agreement prior to the Feasibility Date. n DS CO ) Seller's Initials ( lt11-Buyer's Initials Page 2 of 9 DocuSign Envelope ID: AEC2CFD7-1 E73-49D2-B2B4-D05B72A577D4 7. Conveyance and Title Insurance. Fee simple title to the Property shall be conveyed to Buyer upon close of escrow. The deed to be executed by Seller shall warrant title subject only to those matters of record on the Property shown in the title exceptions approved by Buyer pursuant to the previous paragraph. Seller shall pay the title insurance costs of issuing Buyer a standard coverage owner's policy of title insurance in the amount of the purchase price. If Buyer desires an extended coverage policy, Buyer shall pay the amount by which the cost of the extended coverage policy exceeds the cost of the standard owner's policy, plus any costs of satisfying any survey requirements. Buyer's obligation to close escrow shall be conditioned on the unconditional commitment of Escrow Agent's title insurer to issue to Buyer an owner's policy of title insurance with respect to the Property in the amount of the purchase price, which policy shall show as exceptions no items other than those approved by Buyer pursuant to the preceding paragraph and shall be in the form, standard coverage or extended coverage as selected by Buyer, of the title insurance policy usually then issued by the title insurer. Seller shall satisfy all of the requirements set forth in the Preliminary Report and any amendments thereto. Buyer may designate the name and manner in which it shall take title to the Property by notice to Escrow Agent given at any time prior to the close of escrow. 8. Personal Property. Prior to the close of escrow, Seller shall remove from the Property all personal property located on the Property. However, if there is any personal property on the Property as of the date scheduled for the close of escrow, then in addition to all other rights and remedies available to Buyer at law or in equity (a) if Buyer nevertheless elects to close escrow, then upon the close of escrow, such personal property shall be deemed abandoned by Seller and, at Buyer's election, shall be the property of Buyer, and (b) upon written demand from Buyer, whether before or after the close of escrow, Seller, at Seller's expense, immediately shall remove any such personal property from the Property. 9. Property Information. Within five (5) days after the opening of escrow, Seller shall provide Buyer with copies of all leases, rental agreements, tenancies or any other right of occupancy on the Property (the "Leases" and each a "Lease"), soils tests, engineering tests, topographical maps, environmental tests and studies, drawings, surveys, plans, plats, blueprints, and any other tests studies and information applicable to the Property that Seller possesses or to which Seller reasonably has access, If, during the term of this Agreement, Seller acquires or gains access to any additional materials or information of the type specified in this paragraph, Seller immediately shall provide Buyer with a copy thereof. In addition to the above, Seller shall use its best efforts to obtain and provide Buyer, within thirty (30) days after the Opening of Escrow, with a current estoppel certificate (the "Estoppel Certificate"), executed by Seller, as the landlord or lessor under each of the Leases, and each tenant, which Estoppel Certificate shall be in form and substance as shown on the attached Exhibit "B". If Seller fails to provide Buyer a complete and fully executed Estoppel Certificate for any and all Leases by the above date, then the Feasibility Date shall be extended one day for each day any such Estoppel Certificate is delivered to Buyer after the date set forth above. Seller covenants and agrees that all Leases shall terminate and all tenants shall have vacated the Property on or before the date thirty (30) days prior to the date of the close of escrow. If any Lease does not currently provide for the termination of such Lease on or before such date, Seller shall obtain any such early termination agreement with such tenant and Seller shall bear any and all costs relating thereto. Notwithstanding anything in Section 3 to the contrary, in the event that any and all Leases have not been terminated and/or any and all tenants have not vacated the Property prior to the date thirty (30) days before the Closing Date, then without being deemed an election of remedies, unless and until Buyer otherwise elects by written notice to Seller, the date scheduled for the close of escrow shall be extended, without payment of any extension fee or other amount by Buyer, until the date that is thirty (30) days after any and all tenants have vacated the Property and Seller has given Buyer and Escrow Agent written notice thereof. 10. Feasibility Contingency. Buyer's obligation to purchase the Property is contingent upon Buyer being satisfied in Buyer's sole discretion and exclusive judgment, on or before the Feasibility Date, with the Property and with any surveys, tests, studies or inspections deemed necessary by Buyer in its sole discretion and obtained at Buyer's expense, materials provided by Seller and any other due diligence by Buyer. In addition to the deposits set forth in Section 4 above, an additional $1,000 ("Feasibility Payment") by wire transfer, or personal or corporate check, shall be deposited in escrow by Buyer within three (3) business days of the opening of escrow, which payment shall be immediately released by Escrow Agent to Seller in consideration of Seller's entering into this Agreement and giving Buyer the right to examine the feasibility of acquiring the property for Buyer's intended purposes. Notwithstanding anything to the contrary contained in this Agreement, the Feasibility Payment is non-refundable, shall not be considered earnest money and shall be retained by Seller. Buyer and Seller agree that the Feasibility Payment together with the mutual covenants and agreements herein set forth are adequate to prevent this Agreement from constituting a revocable option to purchase the Property and such consideration is specifically bargained for and induced the agreement of the Seller to sell the Property to the Buyer pursuant to the terms set forth in this Agreement. If Buyer is not satisfied with the Property, Buyer may terminate this Agreement by written notice to Escrow Agent given on or before the Feasibility Date. As used in this Agreement, the "Feasibility Date" is the later of the date ninety (90) days (i) after the opening of [- DS Cp ) Seller's Initials (-j1yer's Initials Page 3 of 9 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 escrow, or (ii) after Seller delivers to Buyer all of the documents and materials required from Seller within five (5) days after the opening of escrow pursuant to the preceding paragraph. If this Agreement is timely cancelled by Buyer, all earnest money and all other funds deposited in escrow by Buyer (but not the Feasibility Payment), together with all interest thereon, shall be refunded to Buyer, this Agreement automatically shall be cancelled and the parties shall have no further obligations or liabilities to each other. If Buyer fails to terminate this Agreement on or before the Feasibility Date, then Buyer shall not be entitled to a refund of any earnest money deposits except as expressly provided in this Agreement. Escrow Agent is hereby jointly and irrevocably authorized and instructed that on the morning of the day after the Feasibility Date, Escrow Agent is to record the Memorandum on the Property in the official records of the Santa Clara County Recorder's Office in the event that Buyer has not terminated this Agreement on or before the Feasibility Date. 11. Governmental Permits and Approvals. Seller understands and acknowledges that during the escrow period and prior to the close of escrow Buyer, at Buyer's expense, intends to obtain such governmental permits and approvals as Buyer deems necessary or appropriate in order to use, subdivide and develop the Property in the manner desired by Buyer. Seller agrees to cooperate fully in all such attempts by Buyer to subdivide and develop the Property and obtain such governmental permits and approvals, and Seller agrees to execute, both before and after the close of escrow, all applications and documents reasonably requested by Buyer in order to obtain such permits and approvals; provided, however, that Seller shall not be required to bear any expense for such subdivision, permits or approvals. 12. Access. Buyer and its agents and designees shall have the right to enter upon the Property during the term of this Agreement for the purpose of inspecting and surveying the Property, making and obtaining any tests, studies or inspections desired by Buyer in its sole discretion or for any other reasonable purposes. 13. Representations and Warranties Seller represents, warrants and covenants to Buyer that: (a) Seller has the power and authority to perform Seller's obligations under this Agreement, and this Agreement is binding upon and enforceable against Seller. Seller will have good and marketable fee title to the Property on or before the Closing Date and such title is free and clear of unrecorded liens, other than the Known Mechanic's Lien (subject to the terms of Section 6 above), claims, encumbrances and easements and of any encroachments on or from adjacent properties; (b) Seller has not received any written notice from any governmental agency or entity of, and has no knowledge of, any pending, threatened or contemplated action of eminent domain or any other public or quasi-public taking in connection with the Property; (c) Seller has no knowledge of any existing, pending, threatened or contemplated actions or circumstances that would materially interfere with the development of the Property for residential purposes; (d) Seller has not received any notice from any governmental or other agency of any violation of any laws, ordinances, rules or regulations with respect to the Property or any activities thereon, and Seller has no knowledge of any violations; (e) Except for the matters set forth in the Preliminary Report, there will exist no contracts or obligations affecting the Property at the close of escrow other than those, if any, approved in writing by Buyer in its sole discretion; (f) Activities on the Property are currently being conducted in accordance with all applicable laws, rules, regulations, ordinances, restrictions and other requirements affecting the Property and the activities currently conducted thereon, including but not limited to environmental laws and regulations; (g) As of the close of escrow, the Property shall be vacant, free from any leases, tenancies or other occupancy agreements, and no personal property taxes relating to the Property shall be unpaid; (h) To Seller's knowledge, there have not been and there are not now any above ground or underground storage tanks, barrels, drums, pits, wells, lagoons or other containers (collectively, "Containers") on, in or under the Property; (i) To Seller's knowledge, no radioactive, hazardous, petroleum-based or toxic substances, materials or wastes, and no other substance, material or waste regulated or classified as hazardous or toxic under any Environmental Law (collectively "Hazardous Materials"), are present at, on or under the Property, have been stored, treated or disposed of at a cp ) Seller's Initials (1/4---1134er's Initials Page 4 of 9 DocuSign Envelope ID: AEC2CFD7-1 E73-49D2-B2B4-D05B72A577D4 facility located on the Property, or have been or are being released, discharged or deposited at, from or under the Property. "Environmental Laws" shall mean all federal, state or local statutes, ordinances, rules, regulations or guidelines pertaining to health, industrial hygiene or the environment, including without limitation the federal Comprehensive Environmental Response, Compensation, and Liability Act and the California Hazardous Waste Control Act and Carpenter-Presley-Tanner Hazardous Substance Account Act; and (j) The information and materials delivered by Seller to Buyer constitute all of the information and materials required from Seller pursuant to this Agreement. Seller shall indemnify, defend and hold harmless Buyer and Buyer's owners and their respective present and future directors, officers, owners, employees and affiliates from and against all claims, liabilities, actions, damages, judgments, fines, penalties, costs and expenses, including but not limited to court costs and reasonable attorneys' fees, which arise from or relate to Seller's breach of any of the foregoing representations and warranties. 14. Real Estate Commissions. Each party, as indemnitor, agrees to indemnify, defend and hold harmless the other for, from and against any claims, demands, costs and expenses, including but not limited to court costs and reasonable attorneys' fees, which may be asserted against, suffered or incurred by the other party on account of any real estate commission or finders fee due or payable as a result of any agreement made by the indemnitor relating to this paragraph. Without limiting the foregoing, Seller shall pay any commission owed to Steve Tao at Bishop Clancy and Tony Odom at Compass. 15. Additional Closing Requirements. Buyer's obligations under this Agreement are subject to Seller's fulfillment, on or before the close of escrow, of the conditions that (a) Seller shall have performed and complied with all agreements and conditions required to be performed by Seller on or before the close of escrow pursuant to this Agreement, and (b) all of Seller's representations and warranties shall be true and correct. The contingencies set forth in this paragraph or elsewhere in this Agreement are for Buyer's benefit and may be waived in whole or in part by Buyer in writing in its sole discretion. 16. Further Instruments. Except as otherwise specified herein, the forms of all instruments required to close this transaction shall be those customarily used by Escrow Agent in similar transactions in the County in which the Property is located, and each party agrees promptly to execute such documents as may reasonably be requested by Escrow Agent or the other party and to perform such acts as may reasonably be necessary to carry out the purpose and intent of this Agreement. 17. Notices. All notices or other communications required or provided to be given by either party or Escrow Agent shall be in writing and shall be hand-delivered, delivered by courier, or sent via facsimile transmission or by United States first class (or registered or certified) mail, postage prepaid, and shall be effective when hand-delivered or delivered by courier or facsimile transmission, or when deposited in the mail as provided above and addressed, to the parties at their addresses as set forth below their respective signatures to this Agreement or to such other addresses as may be specified by either party or Escrow Agent by written notice to the other party and Escrow Agent. A copy of any notice to Buyer shall also be delivered simultaneously to the following address: Robson Homes, LLC Attn: Pamela H. Gulsvig 9532 East Riggs Road, Sun Lakes, AZ 85248-7411. 18. Nomination and Assignment. Buyer reserves the right to nominate as the Buyer hereunder, and to assign Buyer's rights and obligations under this Agreement to, (a) one or more other persons and/or entities, or (b) Buyer and one or more other persons and/or entities. Such nomination and assignment shall be effected on or before the close of escrow by Buyer giving written notice of such nomination and assignment to Escrow Agent. 19. Closing Costs and Prorations. Real property taxes on the Property shall be prorated by Escrow Agent as of the close of escrow on the basis of the most recent tax information available. All utility charges shall be current as of close of escrow and prorated as of the close of escrow. Seller shall pay all assessments against the Property, including without limitation assessments for sewer facilities or services. Prorations for real property taxes shall be reflected by adjustments in the cash required of Buyer to close escrow. If the most recent tax information available does not reflect all real property taxes which may be levied or assessed for the period prior to the closing, then the parties shall correct the proration outside of escrow after the close of escrow so that Seller pays all property taxes levied or assessed for the period prior to the close of escrow. Escrow Agent's escrow fee shall be shared equally by the parties. Seller shall pay all costs and expenses of clearing title and delivering and recording the deed, all transfer taxes, all taxes on the sale or transfer of the Property and any taxes and fees required by any governmental entity as a condition to recording the deed. All closing costs not provided for in this Agreement shall be charged by Escrow Agent to the respective parties hereto in accordance with the custom in the County in which the Property is located. cDs v ) Seller's Initials ( per's Initials Page 5 of 9 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 20. Default by Seller. In the event of a default under this Agreement by Seller, Buyer shall be entitled to exercise all rights and remedies available to Buyer at law or in equity, including but not limited to specific performance of this Agreement. in addition to such remedies, Buyer shall have the right to terminate this Agreement without prejudice to Buyer's claims against Seller for Seller's breach of this Agreement. In the event of a default hereunder by Seller, then whether or not Buyer terminates this Agreement, Buyer shall have the right to receive, and Escrow Agent shall pay to Buyer, all earnest money and other funds previously deposited in escrow by Buyer, together with all interest thereon. 21. Severability. Whenever possible, each provision of this Agreement shall be interpreted so as to be valid under applicable law, but if any provision of this Agreement is void or unenforceable, such provision shall be ineffective to the extent it is void or unenforceable, which shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. 22. Non-Foreign Certificate. On or before close of escrow Seller shall deposit with Escrow Agent certificates in form reasonably satisfactory to Buyer that provide the information required by Section 1445 of the Internal Revenue Code of 1986, as amended, and by Sections 18805 and 26131 of the California Revenue and Taxation Code, for an exemption to the withholding of taxes under those Sections. If Seller fails to provide such certificates, a portion of the purchase price shall be withheld from Seller in accordance with those Sections. 23. Attorneys Fees. In the event of litigation involving this Agreement, the unsuccessful party shall pay to the prevailing party all costs of suit, including reasonable attorneys' fees. 24. Risk of Loss. All risk of loss with respect to the Property prior to the close of escrow shall be borne by Seller, and Seller shall maintain such fire and casualty insurance on the Property as would be maintained by a prudent businessperson. Except as otherwise provided in this Agreement, Seller agrees that the Property shall be in the same condition upon close of escrow as upon the date of this Agreement. 25. Condemnation. In the event Seller receives notice of any pending or threatened condemnation or taking of all or any part of the Property, Seller shall immediately give written notice thereof to Buyer and Escrow Agent, and Buyer shall have until the close of escrow within which to elect to either cancel this Agreement and receive a refund of Buyer's earnest money deposit, together with all interest thereon, or to close escrow without reduction in the purchase price, in which event Seller shall assign to Buyer all rights to condemnation awards. 26. Casualty. If the Property is damaged by fire or other casualty before the close of escrow and can be restored to substantially the same condition as now existing within a period of sixty (60) days thereafter in the opinion of a general contractor licensed under the laws of the State of California employed by Seller to make such determination, Seller may restore the improvements and the close of escrow shall be extended accordingly by not more than sixty days. If Seller fails to do so, Buyer shall have the option of (a) taking the Property as so damaged, together with the insurance proceeds, or (b) canceling this Agreement and receiving a refund of the earnest money, together with all interest thereon. Except as expressly provided in paragraphs 24, 25 and 26 of this Agreement, this Agreement shall be governed by the provisions of California Civil Code Section 1662. 27. Time of Essence. Time is of the essence of each and every provision of this Agreement. 28. Performance Dates. In the event that the time for performance of any obligation hereunder expires on a Saturday, Sunday or legal holiday, the time for performance shall be extended to the next day that is not a Saturday, Sunday or legal holiday. As used in this Agreement, "business day" means any day, other than a Saturday, Sunday or legal holiday, that Escrow Agent is open for business. When determining a date based on a number of months from a particular day, the date shall be on the same numbered day of applicable month, except that if there is no such numbered day in that month, then the date shall be the first day of the following month. For example, two months after November 30 is January 30; three months after November 30 is March 1; four months after November 30 is March 30. 29. Survival. All representations and warranties of Seller herein shall be true and correct as of the date of this Agreement and as of the close of escrow and shall survive the close of escrow. All obligations and liabilities of the parties under this Agreement shall survive the close of escrow and shall not merge into the deed conveying the Property. '- Ds ) Seller's Initials ( 1.-TEruyer's Initials Page 6 of 9 DocuSign Envelope ID: AEC2CFD7-1 E73-49D2-B2B4-D05B72A577D4 30. Integration. This Agreement contains the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, and no other agreement, statement or promise made by either party which is not contained herein shall be binding or valid. If the "Seller" consists of more than one person and/or entity, then all such persons and/or entities shall be jointly and severally liable under this Agreement and the acts and knowledge of any of such persons and/or entities shall be imputed to all of them. 31. Disclosure. Seller understands principals and affiliates of Buyer are real estate brokers or salespersons licensed in the State of Arizona and California. 32. Counterparts. This Agreement may be executed by the signing in counterparts of this instrument. The execution by Buyer and Seller by each signing a counterpart of this instrument shall constitute a valid execution, and this instrument and all of its counterparts so executed shall be deemed for all purposes to be a single agreement. 33. Headings. The headings of this Agreement are for convenience only and shall not affect the meaning or interpretation of any of the terms of this Agreement. 34. Representation by Counsel. Both Buyer and Seller have been or have had the opportunity to be represented by legal counsel in connection with this Agreement. This Agreement is the product of extensive negotiations and the fact that this Agreement was prepared by one of the parties or its legal counsel shall not affect the interpretation or application of this Agreement. 35. Inurement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 36. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of California. 37. 1031 Tax Deferred Exchange. Upon written request by Seller, Buyer shall cooperate with any attempt to transfer the Property to Buyer as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code, provided that (a) Buyer is not obligated to incur any liability or bear any expense in such exchange; (b) the close of escrow is not delayed; and (c) Buyer is not required to take title to any property other than the Property. Buyer shall not be responsible if Seller is not able to obtain the benefits of a tax-deferred exchange under Section 1031. 38. LIQUIDATED DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER SHALL HAVE NO PERSONAL LIABILITY UNDER THIS AGREEMENT AND SELLER SHALL HAVE NO RIGHT TO SPECIFIC PERFORMANCE OF THIS AGREEMENT. IN THE EVENT OF A DEFAULT BY BUYER UNDER THIS AGREEMENT THAT IS NOT CURED ON OR BEFORE THE DATE THIRTEEN (13) DAYS AFTER WRITTEN NOTICE SPECIFYING SUCH DEFAULT IN REASONABLE DETAIL IS GIVEN BY SELLER TO BUYER AND ESCROW AGENT, SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO BUYER AND ESCROW AGENT AND TO RECOVER AS LIQUIDATED DAMAGES ANY EARNEST MONEY PREVIOUSLY DEPOSITED IN ESCROW BY BUYER AND RELEASED TO SELLER IN ACCORDANCE WITH PARAGRAPH 4 ABOVE ALONG WITH THE RECORDATION OF THE QUITCLAIM, AND BUYER AND SELLER SHALL BE RELIEVED OF ALL OBLIGATIONS UNDER THIS AGREEMENT. IN THE EVENT THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS FOR ANY REASON OTHER THAN AS A RESULT OF BREACH OR DEFAULT BY SELLER, ESCROW AGENT SHALL RECORD THE QUITCLAIM WITHOUT FURTHER INSTRUCTIONS FROM BUYER OR SELLER. BUYER AND SELLER AGREE THAT THE EARNEST MONEY CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF A DEFAULT BY BUYER, AND THAT THE EXACT AMOUNT OF SELLER'S ACTUAL DAMAGES WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT OR IMPOSSIBLE TO MEASURE. ANY AND ALL BREACHES OR DEFAULTS BY BUYER OF ANY NATURE OR KIND SHALL BE SUBJECT TO NOTICE AND RIGHT TO CURE AS PROVIDED FOR ABOVE. SELLER'S INITIALS , BUYER'S INITIALS THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE ATTACHED ) Seller's Initials ( P -115Tyer's Initials Page 7 of 9 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 39. Offer Only. This instrument until accepted by Seller shall be deemed an offer by Buyer to purchase the Property on the terms hereof. This offer may be withdrawn by Buyer at any time. If not previously withdrawn, this offer shall automatically be deemed withdrawn at 5:00 p.m., Pacific Standard Time, on the /Y day of May, 2021. Acceptance of this offer shall be deemed to occur at the time a counterpart hereof executed by Seller and fully initialed by Seller is received by Buyer. BUYER: ROBSON HOMES, LLC, a California limited liability company By: Robson Properties, Inc., a California cor oration Its: Manager Mark Robson, President Address for notices to Buyer: 2185 The Alameda, Suite 150 San Jose, CA 95126 Phone No. (408) 345-1767 Fax No. (408) 345-1768 SELLER: RP20 91 Montague LLC, a Utah limited liability company By: REEF-PCG LLC Its: Manager ,--DocuSigned by: 0A-4 k6txrui Chadiaet'dttl anaging Director Address for Notices to Seller: 160 W. Canyon Crest Rd., Suite 2 Alpine, Utah 84004 Phone: 801-652-9183 Fax: ACCEPTANCE BY ESCROW AGENT Escrow Agent hereby accepts the foregoing instructions this day of Maiii STEWART TITLE GUARANTY COMPANY IDS CP ) Seller's Initials By Its otteea rcfi4/ R'-icerL 2021. (i----Y1Fiyer's Initials Page 8 of 9 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B284-DO5B72A577D4 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Milpitas, County of Santa Clara, State of California, described as follows: BEGINNING AT THE POINT OF INTERSECTION OF THE CENTER LINE OF TRIMBLE ROAD WITH THE WESTERLY LINE OF THE LANDS AND THE RIGHT-OF-WAY OF THE SOUTHERN PACIFIC RAILROAD COMPANY; THENCE FROM SAID POINT OF BEGINNING WESTERLY ALONG THE SAID CENTER LINE OF TRIMBLE ROAD 160 FEET; THENCE NORTHERLY 583 FEET, MORE OR LESS, IN A DIRECT LINE TO A POINT IN THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED FROM ABE DE CRIES, ET AL, TO FRANK GARIBALDI, ET UX, DATED MAY 15,1946 AND RECORDED MAY 23, 1946 IN BOOK 1360, PAGE 109, OFFICIAL RECORDS, SAID POINT IN SAID EASTERLY PROLONGATION BEING DISTANT WESTERLY THEREON 148 FEET FROM THE POINT OF INTERSECTION OF SAID EASTERLY PROLONGATION WITH THE SAID WESTERLY LINE OF THE LANDS AND RIGHT-OF-WAY OF THE SOUTHERN PACIFIC RAILROAD COMPANY; THENCE EASTERLY ALONG SAID EASTERLY PROLONGATION 148 FEET TO THE SAID WESTERLY LINE OF THE LANDS AND RIGHT-OF-WAY OF THE SOUTHERN PACIFIC RAILROAD COMPANY; THENCE SOUTHERLY ALONG SAID WESTERLY LINE 602 FEET, MORE OR I FSS, TO THE POINT OF BEGINNING AND BEING A PORTION OF LOT 36 OF THE MILPITAS RANCHO. EXCEPTING THEREFROM THOSE PORTIONS THEREOF DESCRIBED AS PARCELS "H" AND "HH" IN THE DEED TO THE COUNTY OF SANTA CLARA RECORDED MARCH 2, 1973 IN BOOK 0260, PAGE 243, OFFICIAL RECORDS. APN: 083-42-002 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 EXHIBIT B ESTOPPEL CERTIFICATE The undersigned, ("Landlord") and , a ("Tenant"), with a mailing address cio hereby certifies to ("Purchaser"), as follows: 1. Attached hereto as Exhibit "A" is a true, correct and complete copy of that certain lease dated , between Landlord and Tenant (the "Original Lease Agreement"), which demises premises located at (the "Premises"). The Original Lease Agreement is now in full force and effect and has not been amended, modified or supplemented, except as set forth in Paragraph 4, below. The Original Lease Agreement as so amended, modified or supplemented is hereinafter referred to as the "Lease." 2. The Term of the Lease commenced on 3. The Term of the Lease shall expire on 4. The Lease has: (Initial One) ) not been amended, modified, supplemented, extended, renewed or assigned. ) been amended, modified, supplemented, extended, renewed or assigned by the following described terms or agreements (insert title and date of agreement), copies of which are attached hereto: 5. Tenant has accepted and is now in possession of the Premises. 6. The total amount of rent paid each month by Tenant is $ . In addition to such monthly rent payment, Tenant is obligated to pay: 7. The amount of security deposits (if any) is $ . No other security deposits or other deposits have been made except as follows: $ of such deposits are refundable to Tenant upon termination of the Lease, subject to Tenant's compliance with the terms of the Lease. 8. Tenant is paying the full lease rental referenced in 6 above, which has been paid in full as of the date hereof and through . No rent or other charges under the Lease have been paid for more than thirty (30) days in advance of its due date except as follows: 9. There are no defaults on the part of Landlord or Tenant under the Lease, and no events have occurred or circumstances exist which, upon notice or passage of time, or both, would constitute a default or event of default (each a "potential default"), by the Landlord or Tenant, except as follows: DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 10. Neither Landlord nor Tenant has any defense as to its obligations under the Lease and claims no setoff or counterclaim against the other party except as follows: 11. Tenant has no right to any concession (rental or otherwise) or similar compensation (including, without limitation any free rent period or other discounts or inducements) in connection with renting the space it occupies other than as provided in the Lease except as follows: 12. Tenant has no options to extend the term of the Lease referenced in 2 above, except as follows: ___, 13. Tenant has no options to purchase the Premises or any Rights of First Refusal to purchase the Premises except as follows: All provisions of the Lease including the amendments, modifications and supplements thereto (if any) referred to above are hereby ratified. The foregoing certification is made with the knowledge that Purchaser has entered into an agreement to purchase the Premises. Purchaser shall have the right to rely on the foregoing certificate in purchasing the Premises. Each of the undersigned further agree to notify Purchaser in writing promptly after such party learns of any additional defaults, events of defaults or potential defaults by either Landlord or Tenant after the date of this Certificate or in the event that any statement set forth in the foregoing certificate hereafter becomes untrue or inaccurate. IN WITNESS WHEREOF, this Certificate has been duly executed and delivered by the authorized officers of the undersigned as of , 20 TENANT: By: Print Name: Title: LANDLORD: By: Print Name: Title: DocuSign Envelope ID: AEC2CFD7-1E73-49132-82B4-D05B72A577D4 EXHIBIT C MEMORANDUM see form attached ocuSi nvel : CZCFD7-1 -49D2-BZ D HI I m ac DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 Recording Requested By and When Recorded Return To: Robson Homes, LLC 2185 The Alameda, Suite 150 San Jose, CA 95126 Attn: Mark Robson MEMORANDUM OF PURCHASE AND SALE AGREEMENT AND GRANT OF LIEN This Memorandum of Purchase and Sale Agreement and Grant of Lien (this "Memorandum") is entered into as of the day of , 2021, by and between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP20 91 MONTAGUE LLC, a Utah limited liability company ("Seller"). Notice is hereby given that Seller and Buyer have entered into that certain Purchase and Sale Agreement and Escrow Instructions, dated the day of , 2021 (the "Purchase Agreement"), pursuant to which Seller has granted to Buyer the right and option to purchase fee title in and to real property located at 91 W. Montague Expressway in Milpitas, Santa Clara County, California, (APN 083-42-002), as more particularly described on Exhibit "A" attached hereto and made a part of this Memorandum by this reference, including all improvements thereon and all appurtenances thereto (the "Property"). The terms and conditions of such purchase and sale are set forth in the Purchase Agreement, copies of which are available for inspection by properly interested parties from Buyer or Seller. In addition, Seller hereby grants to Buyer a lien on and security interest in the Property to secure Buyer's rights and Seller's obligations under the Purchase Agreement. This Memorandum shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. SIGNATURE PAGE ATTACHED IN WITNESS WHEREOF, this Memorandum has been executed by the parties as of the date first written above. SELLER: BUYER: RP20 91 MONTAGUE LLC, a Utah limited ROBSON HOMES, LLC, a California liability company limited liability company By: REEF-PCG LLC, Its Manager By Robson Properties, Inc., its Manager Date: ----- Chad De oursey, Managinu G 10 al , 2021 ircelor Mark E. Robson, President Date: , 2021 NOTARY ATTACHED IN WITNESS WHEREOF, this Memorandum has been executed by the parties as of the date first written above. SELLER: BUYER: RP20 91 MONTAGUE LLC, a Utah limited ROBSON HOMES, LLC, a California liability company limited liability company By: REEF-PCG LLC, Its Manager By Robson Properties3--1 its Manager z Chad DeCoursey, Managing Director Mark E. Robson, President Date: , 2021 Date: , 2021 NOTARY ATTACHED A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Utah County of Utah On * 1 10 21 before me, Marjory Taylor, personally appeared Chad DeCoursey, wh proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal. Signature (Seal) MARJORY TAYLOR Notary Public State of Utah My Commission Expires January 15, 2023 Commission Number 703930 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Cal County of ( cAA(2) On W1200 appeared L• satisfactory evidence to be the person the within instrument and acknowledq in his/her/their authorized/capacity° instrument the person(s)(or the erf executed the instrument. e or me,alC1*- (44a;---1 41 .Mirritrsonally , who proved to me o the basis of whose nameci is/are subscribed to to me that216-he/they executed the ame , and that by his/her/their signatur on the ty upon behalf of which the person acted, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and corre WITNESS my h nd Signa offs ial ea . SUSAN BUNCE Notary Public - California re ti so." Santa Clara County Commission N 2300054 My Comm. Expires Aug 3, 2023 Space Above This Line for Recorder's Use Only RECORDING REQUESTED BY Stewart Title Guaranty AND WHEN RECORDED MAIL DOCUMENT AND TAX STATEMENT TO: ROBSON HOMES, LLC 2185 The Alameda #150 San Jose, CA. 95126 A.P.N.: 083-42-002 File No.: NCS-1060656-SC The Undersigned Grantor(s) Declare(s): CITY TRANSFER TAX $ DOCUMENTARY TRANSFER TAX $ N/A-see below SURVEY MONUMENT FEE $ computed on the consideration or full value of property conveyed, OR computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, unincorporated area; [ ] City of Milpitas, and SURVEY MONUMENT FEE $ QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ROBSON HOMES, LLC, a California limited liability company, hereby remise, release and forever quitclaim to RP20 91 MONTAGUE LLC, a Utah limited liability company the following described property in the City of Milpitas, County of Santa Clara, State of California: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF This Quitclaim Deed is given in order to relinquish any and all interest the undersigned may have acquired in the herein described property by reason of that certain Memorandum of Option to Purchase Agreement and Grant of Lien between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP20 91 Montague LLC, a Utah limited liability company ("Seller") recorded the day of , 2021, as Instrument No. 2021- , of Official Records of Santa Clara County. Dated: ROBSON HOMES, LLC, a California limited liability company By: Robson Properties, Inc., a California corp tion Manager By: Mark Robson, President Notary acknowledgement attached Page 1 of 3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of(561,KrA a ps•spA On tAi`-\: (0 I -01J before me, (.SANi daaet6Liip'ersonally appeared' livta ecpf, , who proved to me o the basis of satisfactory evidence to be the person(7) whose namV) is/are subscribed to the within instrument and acknowledge to me that he/she/they executed the /same in b_i_5/her/their authorize capacity(ip), and that by his/her/their signatur5slon the instrument the person , or the entity upon behalf of which the persons 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 /_-1N-ITNESS-mytancr official seal. -t SUSAN BUNCE SignatOre (Seal) Notary Public - California Santa Clara County CiRJ ir Commission # 2300054 My Comm. Expires Aug 3, 2023 Page 2 of 3 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY EX T “A” EGA D PTION O PRO ERTY EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of Milpitas, County of Santa Clara, State of California, described as follows: Beginning at the point of intersection of the center line of Trimble Road with the Westerly line of the lands and the right-of-way of the Southern Pacific Railroad Company; thence from said point of beginning Westerly along the said center line of Trimble Road 160 feet; thence Northerly 583 feet, more or less, in a direct line to a point in the Easterly prolongation of the Northerly line of that certain parcel of land described in the Deed from Abe De Cries, et al, to Frank Garibaldi, et ux, dated May 15, 1946 and recorded May 23, 1946 in Book 1360, page 109, Official Records, said point in said Easterly prolongation being distant Westerly thereon 148 feet from the point of intersection of said Easterly prolongation with the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Easterly along said Easterly prolongation 148 feet to the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Southerly along said Westerly line 602 feet, more or less, to the point of beginning and being a portion of Lot 36 of the Milpitas Rancho. EXCEPTING THEREFROM those portions thereof described as Parcels "H" and "HH" in the deed to the County of Santa Clara recorded March 2, 1973 in Book 0260, page 243, Official Records. APN: 083-42-002 Page 3 of 3 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 Recording Requested By and When Recorded Return To: Robson Homes, LLC 2185 The Alameda, Suite 150 San Jose, CA 95126 Attn: Mark Robson MEMORANDUM OF PURCHASE AND SALE AGREEMENT AND GRANT OF LIEN This Memorandum of Purchase and Sale Agreement and Grant of Lien (this "Memorandum") is entered into as of the day of , 2021, by and between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP2O 91 MONTAGUE LLC, a Utah limited liability company ("Seller"). Notice is hereby given that Seller and Buyer have entered into that certain Purchase and Sale Agreement and Escrow Instructions, dated the day of , 2021 (the "Purchase Agreement"), pursuant to which Seller has granted to Buyer the right and option to purchase fee title in and to real property located at 91 W. Montague Expressway in Milpitas, Santa Clara County, California, (APN 083-42-002), as more particularly described on Exhibit "A" attached hereto and made a part of this Memorandum by this reference, including all improvements thereon and all appurtenances thereto (the "Property"). The terms and conditions of such purchase and sale are set forth in the Purchase Agreement, copies of which are available for inspection by properly interested parties from Buyer or Seller. In addition, Seller hereby grants to Buyer a lien on and security interest in the Property to secure Buyer's rights and Seller's obligations under the Purchase Agreement. This Memorandum shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. SIGNATURE PAGE ATTACHED DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 IN WITNESS WHEREOF, this Memorandum has been executed by the parties as of the date first written above. SELLER: RP20 91 MONTAGUE LLC, a Utah limited liability company By: REEF-PCG LLC, Its Manager Chad DeCoursey, Managing Director Date: , 2021 BUYER: ROBSON HOMES, LLC, a California limited liability company By Robson Properties-,--In its Manager Mark E. Robson, President Date: , 2021 NOTARY ATTACHED DocuSign Envelope ID: AEC2CFD7-1 E73-49D2-B2B4-D05B72A577D4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Calipa County of ( C}U•12)L\ On c012-021 eforkm ( U\fCr--- 1\1 L rsonally appeared _.- • , who proved to me o the basis of satisfactory evidence to be the person whose name is/are subscribed to the within instrument and acknowled to me he s executed the ame in his/her/their authorized apacity(i , and that by his/her/their signatur on the instrument the person(s), or the e ity 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 core -et WITNESS my h nd an offi ial ea SUSAN BUNCE Notary Public - California Santa Clara County Signa re Commission N 2300054 My Comm. Expires Aug 3. 2023 DocuSign Envelope ID: AEC2CFD7-1E73-4902-B2B4-DO5B72A577D4 EXHIBIT D QUITCLAIM OF MEMORANDUM see form attached ocuSi nvel : CZCFD7-1 QDZ-BZB4-DO HI I UI I m ach DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 Space Above This Line for Recorder's Use Only RECORDING REQUESTED BY Stewart Title Guaranty AND WHEN RECORDED MAIL DOCUMENT AND TAX STATEMENT TO: ROBSON HOMES, LLC 2185 The Alameda #150 San Jose, CA. 95126 A.P.N.: 083-42-002 File No.: NCS-1060656-SC The Undersigned Grantor(s) Declare(s): CITY TRANSFER TAX $ DOCUMENTARY TRANSFER TAX $ N/A-see below SURVEY MONUMENT FEE $ ] computed on the consideration or full value of property conveyed, OR ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, ] unincorporated area; [ ] City of Milpitas, and SURVEY MONUMENT FEE $ QUITCLAIM DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ROBSON HOMES, LLC, a California limited liability company, hereby remise, release and forever quitclaim to RP20 91 MONTAGUE LLC, a Utah limited liability company the following described property in the City of Milpitas, County of Santa Clara, State of California: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF This Quitclaim Deed is given in order to relinquish any and all interest the undersigned may have acquired in the herein described property by reason of that certain Memorandum of Option to Purchase Agreement and Grant of Lien between ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP20 91 Montague LLC, a Utah limited liability company ("Seller") recorded the day of , 2021, as Instrument No. 2021- , of Official Records of Santa Clara County. Dated: ROBSON HOMES, LLC, a California limited liability company By: RobsoQ-Properties, /'a California carp tion f.'s- Manager B : Mark Robson, President Notary acknowledgement attached Page 1 of 3 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B284-DO5B72A577D4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of (..0 4111sCLE<2k On 0 1.S-X1 before me, La/S,t,4\-Eflaig-i igay(45Uipersonally appeared VI r--- c: • en2f---, , who proved to me o the basis of satisfactory evidence to be the person( whose name) is/are subscribed to the within instrument and acknowledge to me that he/She/they executed the ame in his authorize capacity° , and that by her/their signatur 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-rtriandln official seal. Signat r Page 2 of 3 (Seal) SUSAN BUNCE Notary Public - California Santa Clara County Commission # 2300054 My Comm. Expires Aug 3, 2023 DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY ocuSi nvel : CZCFD7-1 4QDZ BZB4-DOS HI I “A” RI O DocuSign Envelope ID: AEC2CFD7-1E73-49D2-B2B4-DO5B72A577D4 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Real property in the City of Milpitas, County of Santa Clara, State of California, described as follows: Beginning at the point of intersection of the center line of Trimble Road with the Westerly line of the lands and the right-of-way of the Southern Pacific Railroad Company; thence from said point of beginning Westerly along the said center line of Trimble Road 160 feet; thence Northerly 583 feet, more or less, in a direct line to a point in the Easterly prolongation of the Northerly line of that certain parcel of land described in the Deed from Abe De Cries, et al, to Frank Garibaldi, et ux, dated May 15, 1946 and recorded May 23, 1946 in Book 1360, page 109, Official Records, said point in said Easterly prolongation being distant Westerly thereon 148 feet from the point of intersection of said Easterly prolongation with the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Easterly along said Easterly prolongation 148 feet to the said Westerly line of the lands and right-of-way of the Southern Pacific Railroad Company; thence Southerly along said Westerly line 602 feet, more or less, to the point of beginning and being a portion of Lot 36 of the Milpitas Rancho. EXCEPTING THEREFROM those portions thereof described as Parcels "H" and "HH" in the deed to the County of Santa Clara recorded March 2, 1973 in Book 0260, page 243, Official Records. APN: 083-42-002 Page 3 of 3 DocuSign Envelope ID: 78ACA29E-7418-4949-618C-8D1D3OFC0414 FIRST AMENDMENT This First Amendment to Purchase and Sale Agreement and Escrow Instructions (this "Amendment") is entered into this August 9, 2021 by ROBSON HOMES, LLC, a California limited liability company ("Buyer") and RP20 91 MONTAGUE LLC, a Utah limited liability company ("Seller"), who agree as follows: RECITALS Buyer and Seller entered into that certain Purchase and Sale Agreement and Escrow Instructions dated May 12, 2021 (the "Agreement"). Seller and Buyer now desire to amend the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller do hereby agree to amend the following items: 1. Section 6 of the Agreement is hereby deleted and replaced with the following: Title Review. Within seven (7) days after the opening of escrow, Escrow Agent shall deliver to Buyer a commitment to issue an extended coverage owner's policy of title insurance (the "Preliminary Report") to insure Buyer in the amount of the purchase price of the Property of good and marketable fee title to the Property free and clear of all monetary liens and encumbrances. In addition to the Preliminary Report, Escrow Agent shall simultaneously deliver to Buyer legible copies of all documents identified in Part Two of Schedule B of the Preliminary Report and in the Requirements section of the Preliminary Report. On or before the date twenty (20) business days after Buyer's receipt of the Preliminary Report and documents, Buyer shall notify Seller and Escrow Agent in writing of any matter contained or referred to in the Preliminary Report to which Buyer objects (hereinafter referred to as a "Defect"). Seller shall have fourteen (14) days after notice of a Defect is given by Buyer within which to eliminate the Defect. If Seller is unable or unwilling to eliminate the Defect, then except with respect to Forbidden Defects, Buyer's sole remedy shall be to elect, by written notice to Seller and Escrow Agent on or before the Feasibility Date, to either (a) cancel this Agreement, or (b) waive the Defect. Buyer's failure to cancel this Agreement before the Feasibility Date shall, except with respect to Forbidden Defects, be deemed a waiver and acceptance of the Defects previously identified by Buyer in the Preliminary Report that Seller is unable or unwilling to eliminate. In the event the Preliminary Report is amended to include new exceptions that are not set forth in a prior Preliminary Report, Buyer shall have ten (10) business days after Buyer's receipt of the amended Preliminary Report and copies of the documents identified in the new exceptions or new requirements to notify Seller and Escrow Agent of any Defects identified in the amended Preliminary Report that were not identified in a prior Preliminary Report. Seller shall have fourteen (14) days after notice of a Defect is given by Buyer within which to eliminate the Defect. If Seller is unable or unwilling to eliminate the Defect, then, except with respect to Forbidden Defects, Buyer's sole remedy shall be to elect, by written notice to Seller and Escrow Agent, within ten (10) business days of Seller's response on any new Defects, to either (a) cancel this Agreement, or (b) waive any such new Defect. Buyer's failure to cancel this Agreement before the above date shall, except with respect DocuSign Envelope ID: 78ACA29E-7418-4949-B18C-801D3OFC0414 to Forbidden Defects, be deemed a waiver and acceptance of any such new Defects previously identified by Buyer in the updated Preliminary Report that Seller is unable or unwilling to eliminate. Failure of Buyer to give notice of its objection to a title exception during the applicable time period shall, except with respect to Forbidden Defects (as defined below), be deemed a waiver of Buyer's right to object to such title exception, but shall not constitute a waiver of any matters identified or addressed in the Requirements section of the Preliminary Report. Except as otherwise provided in this Agreement, if this Agreement is cancelled pursuant to this paragraph, the earnest money and any interest thereon shall be refunded to Buyer, this Agreement shall thereupon be null and void and of no force or effect and Buyer and Seller shall have no further obligations or liabilities hereunder. Notwithstanding the foregoing, Seller warrants and agrees that as of the close of escrow the Property shall not be subject to any of the following (hereinafter referred to as "Forbidden Defects"): (a) any leases, rental agreements or other rights of occupancy of any kind, whether oral or written; (b) any mortgages, deeds of trust, security agreements, judgments, liens, claims of lien or other title defects or exceptions that are monetary in nature, except for the lien of current real property taxes not yet due and payable; (c) any options, rights of first refusal or other title matters customarily deemed in the County in which the Property is located to render real property unmarketable; (d) any Defects that Seller agrees to eliminate pursuant to the terms of this paragraph above; and (e) any matters created after the date of this Agreement without the Buyer's prior written consent. 2. Section 10 of the Agreement is hereby amended to change the definition of the Feasibility Date to September 10, 2021. 3. Buyer hereby agrees to provide, without any representations or warranties, to Seller, on or before September 10, 2021, copies of all surveys, tests, studies or inspections obtained or created by Buyer's third party consultants regarding the physical condition of the Property. For clarification, in no event shall Buyer be required to provide Seller with copies of any internal proformas, reports or analysis regarding the Property. SELLER: RP20 91 MONTAGUE LLC, a Utah limited liability company by its Manager Reef-PCG LLC r-DecuSignod by: ByL: VtibtArStAl - Y: 6383F0'56VICWit Chad DeCoursey, Its Manager Director BUYER: ROBSON HOMES LLC, A California limited liability company by its Manager, Robson Propertied Inc., a California corporation By: .---) Mark Robson, Its President EXHIBIT X County of Santa Clara Department of Tax and Collections 70 West 1-ledding Street East Wing 611)Floor Sall Jose. California 95110-1767 RP20 91 MONTAGUE LLC c/o REEF-PCG LLC 160 W CANYON CREST RD STE 2 ALPINE UT 84004 SECURED PROPERTY TAX BILL TAX YEAR: 2021-2022 for July 01, 2021 through June 30, 2022 (ASSESSOR'S PARCEL NUMBER (APN): 083-42-002) T1909 P1 380845 litriiiii1111.11111.111111...1111.11111111.1.1111 SUMMARY OF TAXES TAX BILL INFORMATION PROPERTY ADDRESS: 91 MONTAGUE EX MILPITAS CA 95035 BILL ID: BILL SUFFIX: TAX RATE AREA: BILL CREATED: 7214719 00 012-056 09/21/2021 ASSESSEE AS OF 12:01AM, JANUARY 1, 2021 LIEN DATE: RP20 91 MONTAGUE LLC SEC-REG-202108 ,0762,3 Assessed Value of the Property Less Exemption Net Assessed Value $11,130,125 0 $11,130,125 CONTACT INFORMATION Department of Tax and Collections: www.sccdtac org Taxes Due $132,009.88 scctax@fin.sccgov.org (408) 808-7900 Special Assessments Total Amount Due 189.62 $132,199.50 Office of the Assessor: rp@asr_sccgov.org www.sccassessor.org (408) 299-5300 Penalties, Cost, Returned Payment Fee $0.00 Special Assessments: www.sccgov.org/SA Less Amount Paid 0.00 Current Amount Due $132,199.50 (DETAILS OF TAX CALCULATIONS ARE ON THE REVERSE SIDE) IMPORTANT MESSAGES For an explanation of key areas on your bill, please visit www.sccdtac.org/tbe. Consult your tax preparer for details regarding deductions. DTAC accepts partial payments. GO GREEN! Sign up at www.sccassessor.org/register to receive your property tax bill electronically_ For Proposition 19 information please go to www.sccassessor.org/prop19 PAY ELECTRONICALLY http://taxpayment.sccdtac.org V/SA cr eCheck 04C VER SCC DTAC App Visit www.WhereDoTaxesGo.org for tax distribution details. Sign up to receive email reminders for important announcements related to your property tax bills at: www.sccdtac.org/subscribe 2021-2022 COUNTY OF SANTA CLARA SECURED PROPERTY TAXES - 2ND INSTALLMENT 2 RP20 91 MONTAGUE LLC 91 MONTAGUE EX MILPITAS CA 95035 MAKE CHECKS PAYABLE TO: SCC DTAC Please write your APN and installment number on your check. MAIL TO : ' I I II''IIIIIIII'IIII DEPARTMENT OF TAX AND COLLECTIONS PO BOX 60534 CITY OF INDUSTRY, CA 91716-0534 APN: 083-42-002-00 SEC-REG-202108 477628 20210921/20210924 DUE BY: February 01, 2022 DELINQUENT AFTER April 10, 2022 Amount Due $66,099.75 S72,729.72 if not paid by 04/10/2022. Includes 10% penalty and S20.00 cost. 1 0008342002 0000 2 00006609975 7 2021-2022 COUNTY OF SANTA CLARA SECURED PROPERTY TAXES - 1ST INSTALLMENT RP20 91 MONTAGUE LLC 91 MONTAGUE EX MILPITAS CA 95035 MAKE CHECKS PAYABLE TO: SCC DTAC Please write your APN and installment number on your check. MAIL TO : ..1119111.1.1111.111111.111"11.0.111.111.1111..1.1111.111111.1 DEPARTMENT OF TAX AND COLLECTIONS PO BOX 60534 CITY OF INDUSTRY, CA 91716-0534 APN: 083-42-002-00 SEC-REG-202108 477628 20210921/20210924 DUE BY: November 01, 2021 DELINQUENT AFTER December 10, 2021 Amount Due $66,099.75 S72,729.72 if not paid by 12/10/2021. Includes 10% penalty and 520.00 cost. 1 0008342002 0000 1 00006609975 8 CALCULATION OF TAXES for APN: 083-42-002-00 TAX YEAR: 2021-2022 for July 01, 2021 through June 30. 2022 ASSESSED VALUES DETAIL OF TAXES VALUE RATES (%) AMOUNT LAND 11,130,125 IMPROVEMENTS 0 TAXING AGENCY LAND, IMPROVEMENTS, PERSONAL PROPERTY 1% MAXIMUM LEVY 11,130,125 1.000000 111,301.25 TOTAL LAND AND IMPROVEMENTS 11,130,125 CO BOND 2008 HOSP FAC 11,130,125 0.006100 678.93 CO LIBRARY RETIREMENT 11.130,125 0.002400 267.12 PERSONAL PROPERTY 0 CO RETIREMENT LEVY CO. HOUSING BOND 2016 11.130,125 11.130,125 0.038800 0.012660 4,318.48 1,409.07 TOTAL ASSESSED VALUE 11,130,125 COMM COLLEGE BONDS 11.130,125 0.032200 3,583.88 ELEM OR UNIF SCH BONDS 11.130,125 0.088800 9,883.53 LESS HOMEOWNER'S EXEMPTION TOTAL ASSESSED VALUE TAXES 1.180960 131,442.26 LESS OTHER EXEMPTION LAND AND IMPROVEMENTS SCVWD-STATE WATER PROJ 11,130,125 0.005100 567.63 NET ASSESSED VALUE $11,130,125 TOTAL LAND & IMPROVEMENT TAXES 0.005100 567.63 PAYMENTS ROUNDING ADJUSTMENT -0.01 PAYMENTS APPLIED TO 1ST INSTALLMENT 0.00 TAXES DUE 5132,009.88 PAYMENTS APPLIED TO 2ND INSTALLMENT 0.00 AMOUNT PAID $0.00 Visit www.WhereDoTaxesGo.org for 1% maximum evy and debt levy distribution information. Visit http://www.sccgov.org/tra for Tax Rate information. PARCEL TAX I SPECIAL ASSESSMENTS INSTALLMENT 1 SA# TAXING AGENCY NAME CONTACT AMOUNT DUE DATE 11/01/2021 *0750 MILPITAS UNIFIED SCHOOL DIST MEASURE C 408-635-2600 x6022 84.00 DELINQUENT AFTER 12/10/2021 0847 0848 0851 SANTA CLARA COUNTY-VECTOR CTRL SANTA CLARA COUNTY-VECTOR CTRL SANTA CLARA COUNTY-LIBRARY JPA SCCO VECTOR CONTROL MOSQUITO ASMT #2 LIBRARY JPA CD 2013-1 800-273-5167 x105 800-273-5167 x105 408-293-2326 x3004 5.08 2.18 12.10 TAXES AND SPECIAL ASSESSMENTS $66,099.75 10% DELINQUENT PENALTY 0.00 DELINQUENT COST 000 RETURNED PAYMENT FEE 000 0883 SANTA CLARA VALLEY WATER DIST FLOOD CTL DEBT-EAST 408-630-2810 10.42 LESS AMOUNT PAID 000 '0980 SF BAY RESTORATION AUTHORITY MEASURE AA 888-508-8157 12.00 0990 SANTA CLARA VLLY OPEN SPACE AUTH SCVOSA ASMT # 1 800-273-5167 x105 4.44 TOTAL INSTALLMENT AMOUNT $66,099.75 1020 SANTA CLARA VLLY OPEN SPACE AUTH SCVOSA MEASURE T 800-273-5167 x105 24.00 1023 SANTA CLARA VALLEY WATER DIST SAFE. CLEAN WATER 408-630-2810 35.40 INSTALLMENT 2 DUE DATE 02/01/2022 DELINQUENT AFTER 04/10/2022 TAXES AND SPECIAL ASSESSMENTS S66.099.75 10% DELINQUENT PENALTY 0.00 DELINQUENT COST 0.00 RETURNED PAYMENT FEE 0.00 LESS AMOUNT PAID 0.00 TOTAL $189.62 TOTAL INSTALLMENT AMOUNT $66,099.75 Exemptions may be available for seniors and/or homeowners who meet eligibility requirements. Contact the specific agency above or go to www.sccdtac.org/pte for more information. GO GREEN! Sign up at www.sccassessor.org/register to receive your property tax bill electronically. SEC-REG-202108 477628 20210921/20210924 VISA Mast PAY ONLINE http://taxpayment.sccdtac.org There is no fee if you pay by electronic check. Credit card convenience fee amounts are detailed on the website. l_1 Vii ' DISCOVER eCheck MOBILE PAY Pay your property taxes using a smartphone or tablet. Use our new mobile app SCC DTAC to pay your property tax bill. Available for devices using IOS and Android operating systems. Available on the App Store GET RON Google Play IN-PERSON PAYMENTS/QUESTIONS DELIVER in person to. Department of Tax and Collections 70 W Hedding St., East Wing, 6th Floor San Jose, CA 95110 Phone: (408) 808-7900, Email: scctax@fin.sccgov.org Monday-Friday: Payment Hours Phone Hours: 8:00 a.m. to 5:00 p.m 9:00 a.m. to 4:00 p.m. Second installment payment must be received in our office by 5:00 p.m. on APRIL 10, 2022. PAYMENTS BY MAIL Use the envelope provided and return the coupon with your payment and include your Assessor's Parcel Number (APN) on your check or money order. A charge of $85 will be added for every payment returned unpaid by the bank. Penalties will apply if taxes are not paid by the delinquency date. To avoid penalties, property tax payments must be received or postmarked in a United States Postal Service (USPS) office by the delinquency date of April 10, 2022. However, if the delinquency date falls on Saturday, Sunday, or County holiday, payments must be made by 5.00 p.m. on the next business day If payments are received after the delinquency date with no postmark, penalties will be imposed in accordance with State law Metered postage dates do not qualify as USPS postmarks. Private Delivery Service should be a County designated delivery service (www.sccdtac.org/pds). Payment received date is the date shown by the private delivery service on the packing slip or air bill attached to the outside of the envelope or package containing the remittance. GO GREEN! Sign up at www.sccassessor.org/register to receive your property tax bill electronically. VISA PAY ONLINE http://taxpayment.sccdtac.org There is no fee if you pay by electronic check. Credit card convenience fee amounts are detailed on the website. pastercard,-1 AA41,111 AN DISCOVER eCheck MOBILE PAY Pay your property taxes using a smartphone or tablet. Use our new mobile app SCC DTAC to pay your property tax bill. Available for devices using IOS and Android operating systems. Available on the App Store &MON Google Play IN-PERSON PAYMENTS/QUESTIONS DELIVER in person to. Department of Tax and Collections 70 W Hedding St. East Wing, 6th Floor San Jose, CA 95110 Phone: (408) 808-7900. Email: scctax@fin.sccgov.org Monday-Friday: Payment Hours Phone Hours: 8:00 a.m. to 5:00 p.m 9:00 a.m. to 4:00 p.m. First installment payment must be received in our office by 5:00 p.m. on DECEMBER 10, 2021. PAYMENTS BY MAIL Use the envelope provided and return the coupon with your payment and include your Assessor's Parcel Number (APN) on your check or money order. A charge of $85 will be added for every payment returned unpaid by the bank. Penalties will apply if taxes are not paid by the delinquency date. To avoid penalties, property tax payments must be received or postmarked in a United States Postal Service (USPS) office by the delinquency date of December 10, 2021 However, if the delinquency date falls on Saturday, Sunday, or County holiday, payments must be made by 5:00 p.m. on the next business day. If payments are received after the delinquency date with no postmark, penalties will be imposed in accordance with State law. Metered postage dates do not qualify as USPS postmarks. Private Delivery Service should be a County designated delivery service (www.sccdtac.org/pds). Payment received date is the date shown by the private delivery service on the packing slip or air bill attached to the outside of the envelope or package containing the remittance.
