AGREEMENT OF PURCHASE AND SALE

AND ESCROW INSTRUCTIONS

THIS AGREEMENT OF PURCHASE AND SALE AND ESCROW

INSTRUCTIONS (the “Agreement”) is made and entered into for reference purposes as of July
3, 2018 by and between NRFC WA Holdings II, LLC, a Delaware limited liability company
(“Seller”), and Livermore Valley Joint Unified School District, a California public school
district (“Buyer”). Seller and Buyer are sometimes hereinafter referred to collectively as the
“Parties” or each individually as a “Party.”

RECITAL

Buyer desires to purchase, and Seller is willing to sell, on the terms and conditions of this
Agreement, all of Seller’s right, title and interest in certain real property and the improvements
thereon as more particularly described in Section 3.1 hereof.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Buyer and Seller agree as follows:

AGREEMENT

1. Purchase and Sale.

1.1. Purchase and Sale. Seller agrees to sell the Property (defined
below) to Buyer, and Buyer agrees to purchase the Property from Seller, for a purchase price of
TWELVE MILLION SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($12,600,000.00)
which shall be ALL CASH in US Dollars (the “Purchase Price”), subject to the terms and
conditions of this Agreement.

1.2. No Financing Contingency. Buyer acknowledges that the

Buyer’s obligation to consummate the transaction contemplated hereby is not contingent upon
Buyer’s ability to obtain financing and that the Closing (defined below) will not be deferred to
allow Buyer time to obtain financing. Buyer further acknowledges that no financing for this
transaction will be provided by Seller, nor shall Buyer be permitted to assume Seller’s existing
financing, if any, without Seller’s consent in Seller’s sole and absolute discretion.

2. Definitions. For the purpose of this Agreement, the following terms shall
have the following definitions:

“Additional Deposit” means the amount of TWO HUNDRED

THOUSAND AND 00/100 DOLLARS ($200,000.00).

“Affiliate” shall mean, with respect to any Person, a Person that directly
or indirectly, through one or more intermediaries, has control of, is controlled by, or is under
common control with, such Person. For these purposes, “control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management of any Person,
whether through the ownership of voting securities, by contract or otherwise.

1
64204673.5
 “Closing Date” means the date which is fifteen (15) days after the
expiration or sooner waiver of the Inspection Period.

“Deposit” means, collectively, the Additional Deposit and the Initial

Deposit.

“Effective Date” means the date on which Seller delivers a copy of this
Agreement to Escrow Holder executed by both Buyer and Seller.

“Escrow Holder” means First American Title Insurance Company.

“Hazardous Substances” means any and all substances, materials and

wastes which are regulated as hazardous or toxic under applicable local, state or federal law or
which are classified as hazardous or toxic under local, state or federal laws or regulations,
including, without limitation, (i) those substances included within the definitions of “hazardous
substances,” “hazardous materials,” “toxic substances,” “solid waste,” “pollutant” or
“contaminant” as such terms are defined by or listed in the Comprehensive Environmental
Response Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.) (“CERCLA”), as
amended by Superfund Amendments and Reauthorization Act of 1986 (Pub. L. 99-499 100 Stat.
1613) (“SARA”), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), the
Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.) (“RCRA”), the
Toxic Substance Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide and
Rodenticide Control Act (7 U.S.C. § 136 et seq.), the Occupational Safety and Health Act of
1970 (29 U.S.C. § 651 et seq.), the Emergency Planning and Community Right to Know Act of
1986 (42 U.S.C. § 11001 et seq.), the Hazardous and Solid Waste Amendments of 1984 (Public
Law 86-616 Nov. 9, 1984), the Federal Clean Air Act (42 U.S.C. § 7401 et seq.), and in the
regulations promulgated pursuant to such laws, all as amended, (ii) those substances listed in the
United States Department of Transportation Table (49 CFR 172.101) or 40 CFR Part 302, both
as amended, and (iii) any material, waste or substance which is (A) oil, gas or any petroleum or
petroleum by-product, (B) asbestos, in any form, (C) polychlorinated biphenyls, (D) designated
as a “hazardous substance” pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1251 et
seq.), as amended, (E) flammable explosives, or (F) radioactive materials.

“Initial Deposit” means the amount of TWO HUNDRED THOUSAND

AND 00/100 DOLLARS ($200,000.00).

“Inspection Period” means the period ending at 5:00 p.m. (Los Angeles
time) on the seventy-fifth (75th) day following the Effective Date.

“Person” shall mean all natural persons, corporations, limited

partnerships, general partnerships, limited liability companies, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or
other organizations, whether or not legal entities, and governments and branches agencies and
political subdivisions thereof.

“Title Company” means First American Title Insurance Company.

3. Sale of Property; Purchase Price.

2
64204673.5
 3.1. Sale of Property. Subject to the terms, covenants and conditions
of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s
right, title and interest in and to the following (collectively, the “Property”) (in no event shall
the “Property” include any interest in any money, cash, cash equivalents (whether in bank
accounts, reserve accounts security deposits or otherwise), receivables, notes, checks, tax
refunds, insurance or other claims for recoveries/reimbursements, negotiable or monetary
instruments or the like):

(a) that certain land located in Alameda County, State of

California, commonly known as APN 905-0014-015, APN 905-0018-024 (3266 Constitution
Drive), and APN 905-0018-025 (3278 Constitution Drive), as more particularly described in
Exhibit “A” (the “Land”);

(b) all buildings and other improvements located on the Land

(the “Improvements”) (the Land and Improvements are collectively referred to herein as the
“Real Property”); and

(c) Seller’s interest, if any, in all tangible personal property

located on the Land and used in connection with operation and maintenance of the Real Property,
and any intangible property affecting the Real Property (the “Personal Property”).

3.2. Purchase Price. The Purchase Price shall be payable as follows:

3.2.1. Independent Consideration. In addition to the

Purchase Price, concurrently with the opening of Escrow, Buyer shall deliver directly to Seller
the sum of One Hundred Dollars ($100.00) as independent consideration (the “Independent
Consideration”). The Buyer’s payment of the Independent Consideration is being provided as
adequate and sufficient consideration in order to induce Seller to grant to Buyer the right to
conduct its investigation of the Property as provided herein and to grant to Buyer the right to
terminate this Agreement on or before the expiration of the Inspection Period. The Independent
Consideration will be credited against the Purchase Price. The Independent Consideration shall
be retained by Seller in all events whether or not there is any Closing or any termination of this
Agreement.

3.2.2. Deposit. The Initial Deposit shall be delivered by

Buyer to Escrow Holder within three (3) business days of the Effective Date and shall be
nonrefundable after the expiration of the Inspection Period, except as expressly set forth herein.
In addition, if Buyer has not terminated the Agreement on or before the expiration of the
Inspection Period pursuant to Section 10.2 hereof, then within three (3) business days of the
expiration of the Inspection Period, Buyer shall deliver the Additional Deposit to Escrow Holder.
In the event that Buyer has not made the Initial Deposit or the Additional Deposit in the
timeframe set forth above, Seller may, at Seller’s option, and subject to Buyer’s right to cure
under Section 11.1, elect to terminate this Agreement in writing, in which case any portion of the
Deposit delivered, less Buyer’s share of any escrow cancellation fees, shall be refunded to Buyer
and the Parties shall have no further obligations hereunder except for any such obligations which

3
64204673.5
expressly survive such termination. The Deposit shall be in the form of a wire transfer or
cashier’s check drawn on good, sufficient and immediately available United States funds on a
federally insured bank and made payable to the order of Escrow Holder, and shall be deposited
by Escrow Holder pursuant to terms hereof. The Deposit shall be distributed to and retained by
Seller pursuant to Section 11.1 without any further instructions by the Parties if this Agreement
is either terminated or if the Closing does not occur by the Closing Date for any reason other
than (a) the failure of a closing condition in favor of Buyer contained in Section 4.3, other than
through the fault of Buyer, or (b) if this Agreement is terminated by Buyer in accordance with
any of Sections 5.1(b), 7.1, 7.2, 10.2 or 11.2, in which case the Deposit, less Buyer’s share of any
escrow cancellation fees, shall be refunded to Buyer as provided therein, subject to retention by
Seller to the extent of any unsatisfied indemnity claims against Buyer pursuant to Section 10.2 or
otherwise.

3.2.3. Balance of Purchase Price. Buyer shall deposit

into Escrow an amount equal to the Purchase Price minus the Deposit and Independent
Consideration already deposited, plus all other costs required to be paid by Buyer hereunder (the
“Cash Balance”) in the form of immediately available United States federal funds no later than
the Closing Date or such earlier date as may be required by the Escrow Holder so that Escrow
Holder will be in a position to disburse the cash proceeds from the sale of the Property to Seller
on the Closing Date.

3.3. Interest. All funds received from or for the account of Buyer
shall, to the extent permitted by law and requested by Buyer and Seller, be deposited by Escrow
Holder in an interest-bearing account with a federally insured state or national bank (the
“Account”). All interest accrued on the Deposit shall be delivered to the Party to which the
Deposit is released per the terms hereof, and in no event shall any interest earned on the Deposit
be credited against the Purchase Price.

4. Escrow; Closing Conditions and Other Closing Matters.

4.1. Escrow. Upon the execution of this Agreement by Buyer and

Seller, and the acceptance of this Agreement by Escrow Holder in writing, this Agreement shall
constitute the joint escrow instructions of Buyer and Seller to Escrow Holder to open escrow (the
“Escrow”) for the consummation of the sale of the Property to Buyer pursuant to this
Agreement. Upon Escrow Holder’s receipt of the Deposit and Escrow Holder’s written
acceptance of this Agreement, Escrow Holder is authorized to act in accordance with the terms
of this Agreement. Buyer and Seller shall promptly execute general escrow instructions based
upon this Agreement at the request of Escrow Holder; provided, however, that if there is any
conflict or inconsistency between such general escrow instructions and this Agreement, this
Agreement shall control. Upon the Closing, Escrow Holder shall pay any sum owed to Seller
with immediately available United States federal funds.

4.2. Closing Date. The consummation of the sale of the Property

through Escrow shall close (the “Closing” or “Close of Escrow”) on the Closing Date, provided
that all conditions to the Closing set forth in this Agreement have been satisfied or waived in
writing by the Party intended to be benefited thereby

4
64204673.5
 4.3. Buyer’s Conditions to Closing. The Closing is subject to and
contingent on the satisfaction of only the following conditions or the waiver of the same by
Buyer in writing:

4.3.1. Accuracy of Seller’s Representations and

Warranties. All of the representations and warranties of Seller contained in this Agreement
shall be true and correct in all material respects as of the date made and as of the Closing.

4.3.2. Seller’s Performance. Seller shall have performed,

satisfied and complied in all material respects with all material covenants, agreements and
conditions required by this Agreement to be performed or complied with by Seller on or before
the Closing Date, subject to Seller’s right to cure pursuant to Section 11.2.

4.3.3. Title Policy. The Title Company is willing to issue

the Title Policy complying with the requirements of Section 5.2 upon the payment of the
premium therefor and the provision of any information or assurances from Buyer required by the
Title Company.

4.4. Seller’s Conditions to Closing. The obligations of Seller to

consummate the transactions provided for herein are subject to and contingent upon the
satisfaction only of the following conditions or the waiver of same by Seller in writing:

4.4.1. Accuracy of Buyer’s Representations and

Warranties. All of the representations and warranties of Buyer contained in this Agreement
shall be true and correct in all material respects as of the date made, and as of the Closing.

4.4.2. Buyer’s Performance. Buyer shall have

performed, satisfied and complied in all material respects with all material agreements,
covenants and conditions required by this Agreement to be performed or complied with by Buyer
on or before the Closing Date, including without limitation, payment in full of the Purchase
Price, and subject to Buyer’s right to cure pursuant to Section 11.1.

4.4.3. Buyer’s Board Approval. Buyer shall, subject to

Buyer’s right to terminate on or before the expiration of the Inspection Period, have received
board approval making this Agreement binding on the Buyer, which approval shall be received
no later than ten (10) business days after the mutual execution of this Agreement.

4.4.4. Board Approval. The board of directors,

investment committee and/or senior management of Seller shall have approved and authorized
Seller to effect the Close of Escrow under this Agreement, and consummate the transactions set
forth herein, which approval may be withheld or conditioned in Seller’s sole and absolute
discretion. Seller’s execution and delivery of this Agreement to Escrow Holder shall constitute
Seller’s waiver of the immediately foregoing board approval condition.

4.5. Closing Costs and Charges.

5
64204673.5
 4.5.1. Seller’s Costs. Seller shall pay (a) one-half of
Escrow Holder’s fees in connection with the Escrow (including any cancellation fees) and (b)
that portion of the cost of the Title Policy payable by Seller hereunder pursuant to Section 5.2
and (c) county transfer taxes on the Deed, if any.

4.5.2. Buyer’s Costs. Buyer shall pay (a) one-half of the

Escrow Holder’s fees in connection with the Escrow (including any cancellation fees); (b)
recording fees payable in connection with the transfer of the Property to Buyer; (c) that portion
of the cost of the Title Policy payable by Buyer pursuant to Section 5.2; (d) the cost of any
survey of the Property; and (e) any transfer taxes or other charges other than as expressly payable
by Seller pursuant to Section 4.5.1 above. In addition, Buyer shall be solely responsible for (e)
the costs of any due diligence investigation conducted by or for the benefit of Buyer; and (f) the
cost of any lender’s policy of title insurance obtained for Buyer’s lender, if any.

4.5.3. Other Costs. All other costs relating to the

Closing, if any, shall be the responsibility of Buyer; provided, however, that each Party hereto
shall be responsible for its own attorney’s fees and costs in connection herewith.

4.6. Deposit of Documents by Seller. On or before the Closing Date,

Seller shall deposit the following items into Escrow, each of which shall be duly executed and
acknowledged by Seller where appropriate (notwithstanding anything to the contrary herein or
elsewhere, if Buyer fails to timely deposit any documents or funds when required, then Seller
may immediately (or later) withdraw its documents and funds from Escrow without further
instructions, and despite any contrary instructions from Buyer, and Escrow Holder will comply
with any request by Seller in this regard):

(a) The Deed;

(b) A Certification of Non-Foreign Status (the

“Certification”);

(c) The Bill of Sale; and

(d) All other funds and documents as may reasonably be

required by Escrow Holder to close the Escrow in accordance with this Agreement.

4.7. Deposit of Documents and Funds by Buyer. On or before the

Closing Date, Buyer shall deposit the following items into Escrow, each of which shall be duly
executed and acknowledged by Buyer where appropriate:

(a) The Cash Balance;

(b) Buyer shall sign the Certificate of Acceptance in the form

of Exhibit “D” attached hereto; and

6
64204673.5
 (c) All other funds and documents as may reasonably be
required by Escrow Holder to close the Escrow in accordance with this Agreement.

4.8. Delivery of Documents and Funds at Closing. Provided that all

conditions to Closing set forth in this Agreement have been satisfied or, as to any condition not
satisfied, waived by the Party intended to be benefited thereby, on the Closing Date, Escrow
Holder shall conduct the Closing by recording and/or distributing the following documents and
funds in the following manner:

4.8.1. Recorded Documents. Record the Deed in the

Official Records of Alameda County, California.

4.8.2. Purchase Price. Deliver to Seller the Purchase

Price and such other funds, if any, as may be due to Seller by reason of net credits under this
Agreement. Notwithstanding the foregoing, if all conditions to closing have been satisfied
except for actual recording of those documents delivered by Seller which are to be recorded, then
the Purchase Price and such other funds as may be due to Seller (or to other persons or entities at
Seller’s request) shall be disbursed to Seller or such other persons or entities with recordation of
documents to occur thereafter.

4.8.3. Buyer’s Documents. Deliver to Buyer: (a) the

original Title Policy (as soon as practicable after Closing); (b) the original Certification; and (c)
an original fully executed counterpart of the Bill of Sale executed by Seller.

4.8.4. Seller’s Documents. Deliver to Seller copies of

every other document delivered to Buyer.

4.9. Prorations and Adjustments. The following matters and items

pertaining to the Property shall be prorated and apportioned between the Parties by Seller on an
accrual basis and/or other reasonable method, taking into account the extent to which the same
are attributable to periods before and after the Closing Date. Net credits in favor of Buyer shall
be deducted from the Purchase Price and net credits in favor of Seller shall be paid to Seller in
cash through Escrow at the Closing.

4.9.1. Taxes and Assessments. Without limiting Seller’s

rights under Section 5.1 to elect not to cure any liens or other matters affecting title, all real
estate taxes and assessments (including without limitation ad valorem, school, intangible and use
taxes) relating to the Property shall be prorated based on the current year’s tax bills (or to the
extent the current year’s tax bill is not available, then on the most recent available actual tax
bill). Any and all such taxes which are due (whether or not then delinquent or payable) as of the
Closing shall be paid at the Closing through the Escrow, other than increases in property taxes
resulting from the transfer to Buyer (which shall be Buyer’s sole responsibility). Buyer
acknowledges that Seller may have initiated one or more appeals of property tax assessments
regarding the Property, and in connection therewith, Seller reserves the right at all times to meet
with governmental officials and to contest any real property taxes, assessments or fees for the
Property attributable to periods of Seller’s ownership of the Property or for which Seller is

7
64204673.5
responsible to pay under the Agreement. In the event Seller or any prior owner of the Property
obtains savings for the period appealed, including any adjustments or reductions to the pro-rated
taxes paid at closing, including any 2018 or 2017 taxes paid at closing of any such property taxes
after the closing (the “Refund and/or Tax Savings”), such Refund and/or Tax Savings shall
then be applied (A) first, to Seller, to the extent of third party out-of-pocket expenses incurred in
connection with the contest and/or appeal of any such property taxes, (B) second, to Seller to the
extent such Refund and/or Tax Savings is attributable to the period prior to closing, including
any adjustment to the pro-rated 2017 taxes paid by Seller at Closing, and (C) third, to Buyer to
the extent such Refund is attributable to the period from and after Closing. Seller and Buyer
each agree to promptly pay to the other Party within thirty (30) days, any Refund received to the
extent allocable to such other Party under this Section. In the event such amount is not timely
paid, in addition to any other remedies at law or in equity, the non-defaulting Party shall be
entitled to interest on such amounts at a rate equal to the lesser of (i) the highest rate permitted
by law, and (ii) ten percent (10%). Any and all such taxes which are due (whether or not then
delinquent or payable) as of the closing shall be paid at Closing through the escrow, other than
increases in property taxes resulting from the transfer to Buyer (which shall be Buyer’s sole
responsibility). The rights and obligations contained in this Section shall survive the Closing.

4.9.2. Operating Expenses. Any and all deposits and

charges for services, utilities, water, electricity, telephone, heat and air conditioning service,
other utilities, elevator maintenance, common area maintenance, taxes other than real estate
taxes, such as rental/gross receipts taxes, or any other expenses incurred in the operation of the
Property shall be prorated by Seller. Seller and Buyer shall obtain billings and meter readings
available as of the Closing Date to aid in any such prorations, if available.

5. Title Matters; Conveyance of the Property.

5.1. Preliminary Title Report. Within five (5) business days of the
Effective Date, Seller shall cause to be provided to Buyer a preliminary title report for title
insurance to be issued by Title Company with respect to the Land, together with copies of all
underlying title documents described in such preliminary title report (collectively, the “PTR”).

(a) Buyer may object to or disapprove of any exception or

other matter related to the PTR, in its sole and absolute discretion. If Buyer does not expressly
object in writing to any exception or other matter in the PTR within thirty (30) days prior to the
expiration of the Inspection Period, then Buyer shall be deemed to have approved the PTR. If
Buyer disapproves of any item in the PTR, then Buyer shall so notify Seller in writing within
such period. Seller shall have the right, but not the obligation, to notify Buyer in writing within
fifteen (15) calendar days after Seller’s receipt of Buyer’s notice that Seller desires to have until
the Closing Date in which to remove or to cure such disapproved items, and/or to obtain a bond,
title commitment, or endorsement removing the effect of such items as exceptions from the Title
Policy prior to the Close of Escrow; provided, however, that any such bond, title commitment, or
endorsement shall be subject to Buyer’s written approval, which may be withheld in Buyer’s sole
and absolute discretion. Seller’s failure to deliver such notice to Buyer with respect to any
disapproved item shall be deemed to be an election by Seller not to so remove or to cure such
item or obtain such a bond, title commitment or endorsement.

8
64204673.5
 (b) If Seller elects not to remove or cure the title objections of
Buyer on or before the Closing Date, or fails to notify Buyer that it so desires to have until the
Closing Date to remove or to cure such disapproved items, or, to the extent approved by Buyer
pursuant to Section 5.1(a) above, to obtain a bond or title commitment or endorsement removing
the effect of such items as exceptions to the Title Policy prior to the Close of Escrow, then Buyer
shall have, as Buyer’s sole and exclusive remedy, the right exercisable on or before the
expiration of the Inspection Period either (i) to waive such objections to the Title Policy, and
proceed to take title to the Real Property (and accept the Title Policy) subject to such exceptions,
without any deduction or offset in the Purchase Price, and without any claim or cause of action
against Seller, or (ii) to terminate this Agreement and the Escrow by giving written notice of
such termination to Seller and to Escrow Holder. Buyer’s failure to provide Seller or Escrow
Holder with written notice of termination within said period shall constitute Buyer’s election to
waive the exceptions under (i) above. Additionally, after giving the notification in (a) above, in
the event Seller is unable prior to the Closing Date to so remove or to cure any disapproved item
or to obtain such a bond or a title commitment or endorsement acceptable to Buyer prior to or at
the Close of Escrow in accordance with Seller’s notification, Seller shall so notify Buyer, and
Buyer shall have, as Buyer’s sole and exclusive remedy, the right, exercisable on or before five
(5) days after Seller’s notice, to exercise either of the options described in clause (i) or (ii) above.
Buyer’s failure to provide Seller or Escrow Holder with written notice of termination within said
five (5) day period shall constitute Buyer’s election under clause (i) above.

5.2. Buyer’s Title Policy. At the Closing, Escrow Holder shall cause
the Title Company, at Seller’s cost, to issue to Buyer a CLTA Standard Coverage Owner’s
Policy of Title Insurance (the “Title Policy”) which shall be written with liability in the amount
of the Purchase Price and shall be subject only to Permitted Exceptions (as defined below). If
Buyer elects to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance, Buyer
shall pay any amount in excess of such cost of a Standard Owner’s Policy and shall also be
responsible for the cost of any endorsements, surveys, updates or other items not included in a
Standard Owner’s Policy. Seller shall provide such additional documents as reasonably required
by Title Company in connection with such Extended Coverage Policy; provided, however, that
Seller shall be under no obligation to incur any additional liability or indemnities with respect
thereto or to make any representations regarding the Property beyond those provided herein.
“Permitted Exceptions” shall mean (i) liens for non-delinquent taxes and assessments; (ii)
matters approved or deemed approved by Buyer pursuant to Section 5.1 above; or (iii)
encumbrances made or created by Buyer or with the express written consent of Buyer.

5.3. Conveyance of the Property.

5.3.1. Deed. Seller shall convey title to the Real Property

to Buyer by grant deed, warranting against the actions of Seller only, subject to all matters of
record and otherwise apparent (the “Deed”), which shall be in the form of Exhibit “B” attached
hereto, subject to such modifications as necessary to conform to local law and recording
standards.

9
64204673.5
 5.3.2. Bill of Sale. Seller shall assign and sell, on a
quitclaim basis, all of Seller’s right, title and interest to the Personal Property by executing a Bill
of Sale (the “Bill of Sale”) in the form of Exhibit “C” attached hereto.

5.4. Delivery of Possession. Seller shall deliver possession of the

Property to Buyer at the Closing, subject to Permitted Exceptions.

6. Commissions. Buyer and Seller each represent and warrant to the other
that, except for the following, there are no commissions, finder’s fees or brokerage fees arising
out of the transactions contemplated by this Agreement as a result of Seller’s or Buyer’s actions:
(i) commissions agreed to be paid by Seller to Colliers International pursuant to a separate
agreement, and (ii) commission in the amount of two percent (2%) of the Purchase Price as
agreed to be paid by Seller, out of Escrow, to Buyer’s identified real estate broker, CBRE, Inc.
Seller shall indemnify and hold Buyer harmless from and against any and all liabilities, claims,
demands, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs
in connection with claims for any such commissions, finders’ fees or brokerage fees arising out
of Seller’s actions. Buyer shall indemnify and hold Seller harmless from and against any and all
liabilities, claims, demands, damages, costs and expenses, including, without limitation,
reasonable attorneys’ fees and court costs, in connection with claims for any such commissions,
finders’ fees or brokerage fees arising out of Buyer’s actions.

7. Damage or Destruction; Condemnation.

7.1. Casualty Damage. If any of the Improvements on the Real

Property are damaged by any casualty which constitutes a Major Casualty (as defined below),
Buyer and Seller shall each have the right, by giving notice to the other before the Closing Date,
to terminate this Agreement. If Buyer validly terminates the Agreement pursuant to this Section
7.1, Buyer shall be entitled to a full refund of the Deposit. If Buyer and Seller acting reasonably
and in good faith cannot agree as to whether or not the casualty constitutes a Major Casualty,
then such loss shall not be treated as a Major Casualty under the terms hereof. If the
Improvements or any of them are damaged by any casualty which does not constitute a Major
Casualty or if Buyer or Seller has the right to terminate this Agreement pursuant to the preceding
sentence but neither Party exercises such right, then this Agreement shall remain in full force and
effect and, at the Closing, Buyer shall take title to the Property subject to such casualty without
any reduction or offset to the Purchase Price. For purposes hereof, "Major Casualty" shall be
deemed to be any damage or destruction to the Property where the cost of repair or replacement
is estimated to be equal to or greater than twenty percent (20%) of the total value of the Property
(as reasonably determined by Parties, but in no event shall there ever be any delay of the Closing
Date as a result of this paragraph).

7.2. Eminent Domain. If written notice from a governmental entity is

received by Seller evidencing notice of intent to exercise its power of eminent domain of all or
any portion of the Property where the value of such portion is reasonably estimated to be over
twenty percent (20%) of the total value of the Property, or proceedings are commenced for the
taking by exercise of the power of eminent domain of all or any portion of the Property where
the value of such portion is reasonably estimated to be over twenty percent (20%) of the total

10
64204673.5
value of the Property, both Buyer and Seller shall each have the right, by giving notice to the
other to terminate this Agreement. If there is any right to terminate this Agreement pursuant to
the preceding sentence but neither Party exercises such right, then this Agreement shall remain in
full force and effect, and Buyer shall take title to the Property subject to such taking without any
reduction or offset to the Purchase Price. If Buyer validly terminates the Agreement pursuant to
this Section 7.2, Buyer shall be entitled to a full refund of the Deposit.

8. Seller’s Representations and Warranties. Seller represents and

warrants to Buyer that as of the Effective Date and, subject to update, as of the Closing Date:

8.1. Seller is duly organized, validly existing, and in good standing

under the laws of the State of Delaware.

8.2. Seller has the full power and authority to execute, deliver and
perform its obligations under this Agreement.

8.3. This Agreement and all agreements, instruments and documents

herein provided to be executed by Seller, as the case may be, are and as of the Closing shall be
duly authorized, executed and delivered by and are and shall be binding upon Seller.

8.4. Except as specifically disclosed to Buyer in writing, in the

Property Files or the PTR, or as otherwise known to the best knowledge of Buyer, to the best of
Seller’s knowledge, there are no actions, suits, claims, or other legal or other proceedings
pending or threatened against Seller, which could materially and adversely affect Seller’s ability
to consummate this transaction and to convey the Property to the Buyer.

8.5. To the best of Seller’s knowledge, Seller has made or will make
available to the Buyer all third party professional reports within its actual possession concerning
the Property in accordance with Section 10.1.

8.6. To the best of Seller’s knowledge, except as disclosed in the

Property Files or in the PTR, Seller is not in default of any of its obligations or liabilities
pertaining to the Property.

For purposes of this Section, the phrases “best of Seller’s knowledge,” “best knowledge of
Seller,” or substantially similar phrases mean the actual knowledge of Seller, without any
independent investigation having been made, and not based on any implied, imputed, or
constructive knowledge of Seller.

9. Buyer’s Representations and Warranties. Buyer represents and

warrants to Seller that as of the date of this Agreement and as of the Closing Date:

9.1. Buyer is a public school district duly organized and validly

existing under the laws of the State of California;

9.2. Buyer has the full power and authority to execute, deliver and
perform Buyer’s obligations under this Agreement.
11
64204673.5
 9.3. This Agreement and all agreements, instruments and documents
herein provided to be executed by Buyer, as the case may be, are and as of the Closing shall be
duly authorized, executed and delivered by and are and shall be binding upon Buyer.

9.4. Buyer’s offer and decision to purchase the Property is based upon
its own independent expert evaluation of the Property and such materials as are deemed relevant
by Buyer and its agents. Buyer further acknowledges that neither Seller nor any employee,
agent, legal counsel or other representative of Seller have been authorized to make and Buyer has
not relied upon, any statement or representation other than those specifically set forth in this
Agreement.

9.5. To the best of Buyer’s knowledge, Buyer is not affiliated with the
original owner or members of the original owner or developer of the Property.

For purposes of this Section, the phrases “best of Buyer’s knowledge,” “best knowledge of
Buyer,” or substantially similar phrases mean the actual knowledge of Buyer, without any
independent investigation having been made, and not based on any implied, imputed, or
constructive knowledge of Buyer.

10. Inspection and Review; Access to the Property; Notice of Defects.

10.1. Inspection. Within three (3) business days after the Effective
Date, Seller shall make available to Buyer (whether or not the same are actually reviewed by
Buyer) copies of all documents and other materials relating to the Property in the actual
possession of Seller (the “Property Files”) The Property Files will exclude the following to the
extent the same are not so made available: (i) internal memoranda, correspondence or analyses
prepared by or for Seller, its property managers and/or advisors and/or any Affiliate(s) of any
thereof; (ii) communications between or among any of Seller, its property managers and/or
advisors and/or any Affiliate(s) of any thereof and their attorneys, (iii) [intentionally omitted],
and (iv) any unrecorded documents, correspondence or other matters regarding the existing and
any prior financing of the Property. The Property Files shall be maintained by Seller at a
location to be specified to Buyer in writing, and to which Buyer shall have access as set forth
below.

10.2. Right of Inspection. Buyer shall have until the expiration of the
Inspection Period to make physical inspections of the Property and to otherwise have its
consultants, architects, or engineers conduct such investigations or prepare such materials as
deemed advisable by Buyer; provided, however, any such inspections shall be conducted in the
presence of Seller if required by Seller or its designated representative. Buyer may, subject to
Buyer’s sole and absolute discretion, and subject to the terms hereof, terminate this Agreement
for any reason whatsoever during the Inspection Period by delivering written notice of its intent
to terminate this Agreement to Seller before the expiration of the Inspection Period. In the event
of termination pursuant to this section, Buyer shall be entitled to a full refund of the Deposit. In
the event that Buyer fails to deliver such termination notice before the termination of the
Inspection Period, Buyer will be deemed to have approved of its inspections and elected to move
forward with the transaction. Buyer shall, upon written request by Seller, cause any reports,
12
64204673.5
investigations, studies or other materials hired or prepared by or for Buyer relating to the
Property (“Property Studies”) to be furnished to Seller. Access to the Property shall be subject
to the following additional limitations and conditions:

(a) All employees, agents, independent contractors and invitees

conducting such inspections and examinations shall possess worker’s compensation insurance to
the extent required by local law, and proof thereof shall be promptly provided to Seller upon
request prior to the commencement of any such activities.

(b) Buyer shall deliver to Seller a certificate of insurance

naming Seller as an additional insured, evidencing public liability insurance issued by an
insurance company having a rating of at least “A VIII” by A.M. Best Company, with limits of at
least $2,000,000 per occurrence for bodily or personal injury or death and $1,000,000 per
occurrence for property damage, provided that in lieu of such certificate, Buyer may instead
retain engineers, inspectors and consultants that carry such insurance;

(c) All inspections shall be upon reasonable advance notice to

Seller and a representative of Seller shall have the right to be present when Buyer or its
representatives conducts its or their investigations of the Property;

(d) Neither Buyer nor its agents or representatives shall

interfere unreasonably with the use, occupancy or enjoyment of the Property by Seller, any
guests, tenants, invitees, subtenants or other occupants of the Real Property or their respective
employees, contractors, customers or guests;

(e) Buyer shall, at its own expense, promptly repair any

damage caused by its investigation of the Property;

(f) Buyer shall use reasonable efforts to perform all

investigations and due diligence reviews on an expeditious and efficient basis;

(g) Buyer shall protect, indemnify, defend and hold the

Property, Seller and Seller’s officers, directors, shareholders, participants, affiliates, employees,
representatives, invitees, tenants, agents and contractors free and harmless from and against any
and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including
attorneys’ fees and court costs, resulting from arising out of or related to Buyer’s inspection and
testing of the Property, or other work done on the Property, including, without limitation,
repairing any and all damages to any portion of the Property arising out of or related (directly or
indirectly) to Buyer’s conducting such due diligence, inspections, surveys, tests, plans, drawings
and studies, except to the extent that such claims, damages, liens, stop notices, liabilities, losses,
costs, or expenses result from the gross negligence or willful misconduct of Seller. Buyer shall
keep the Property free and clear of any mechanics’ liens or materialmen’s liens related to
Buyers’ right of inspection and the activities contemplated by Section 10.1 of this Agreement.
Buyer’s indemnification obligations set forth herein shall survive the Closing, shall not be
merged with the Deed, and shall survive any termination of this Agreement and/or the Escrow
prior to the Closing;

13
64204673.5
 (h) Without Seller’s prior written consent, which consent shall
not be unreasonably withheld or delayed, Buyer shall not drill any test wells or engage in any
other invasive testing or sampling of the Property;

(i) No amounts expended by Buyer for or in connection with

its inspections and/or due diligence or otherwise in connection with the acquisition of the
Property herein shall be reimbursed to Buyer or credited to or against the Purchase Price; and

Buyer acknowledges that prior to the Closing: (i) Buyer has or will have conducted such
surveys and inspections, and made such tests and other studies of the Property to the extent
Buyer deems necessary or advisable, and (ii) Seller has or will have provided Buyer with
adequate opportunity to make such inspections and investigations concerning the Property, to the
extent Buyer has, in Buyer’s discretion, deemed necessary or advisable as a condition precedent
to Buyer’s purchase of the Property and to determine the physical, environmental, land use and
other characteristics of the Property (including, without limitation, its subsurface) and its
suitability for Buyer’s intended use.

11. Default.

11.1. LIQUIDATED DAMAGES - DEPOSIT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF BUYER HAS NOT TERMINATED THIS AGREEMENT IN WRITING
PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD AND BUYER BREACHES
OR FAILS TO COMPLY WITH ANY COVENANT OR OBLIGATION HEREUNDER
WHICH (1) IN THE CASE OF A MONETARY DEFAULT OR FAILURE TO CLOSE ON
THE CLOSING DATE, IS NOT CURED WITHIN THREE (3) DAYS OF NOTICE THEREOF,
AND (2) IN THE CASE OF ANY OTHER DEFAULT, WHICH IS NOT CURED WITHIN
FIFTEEN (15) DAYS OF NOTICE OF SUCH DEFAULT (BUT FOR THE AVOIDANCE OF
DOUBT, IN NO EVENT SHALL ANY CURE PERIOD BE AVAILABLE FOR ANY
FAILURE OF BUYER TO TIMELY PROVIDE NOTICE OF TERMINATION PRIOR TO
THE EXPIRATION OF THE INSPECTION PERIOD), FOR ANY REASON OTHER THAN
(A) SELLER’S MATERIAL DEFAULT UNDER THIS AGREEMENT WHICH IS NOT
PROMPTLY CURED AS PROVIDED IN SECTION 11.2 BELOW, OR (B) A
TERMINATION PURSUANT TO AND IN ACCORDANCE WITH ANY OF SECTIONS
5.1(b), 7.1, 7.2, OR 11.2 HEREOF AS TO WHICH BUYER HAS FULLY COMPLIED WITH
SUCH SECTIONS, THEN SELLER SHALL HAVE NO FURTHER OBLIGATIONS OR
LIABILITIES TO BUYER UNDER THIS AGREEMENT OR OTHERWISE AND SELLER
SHALL BE ENTITLED TO RETAIN, AS ITS SOLE AND EXCLUSIVE REMEDY, THE
DEPOSIT (INCLUDING ANY INTEREST THEREON) AS SELLER’S LIQUIDATED
DAMAGES AND ESCROW HOLDER SHALL IMMEDIATELY PAY THE DEPOSIT TO
SELLER WITHOUT THE NEED FOR ANY FURTHER INSTRUCTIONS OR DEMANDS
BY SELLER OR BUYER (AND NOTWITHSTANDING ANY INSTRUCTIONS OR
DEMANDS BY BUYER TO THE CONTRARY). THE PARTIES AGREE THAT IT WOULD
BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE ACTUAL
DAMAGES SUFFERED BY SELLER AS A RESULT OF BUYER’S FAILURE TO
COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT,
14
64204673.5
AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS
AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION
REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL
INCUR AS A RESULT OF SUCH FAILURE; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING, THIS PROVISION SHALL NOT LIMIT
SELLER’S RIGHTS TO RECEIVE REIMBURSEMENT FOR ATTORNEYS’ FEES, NOR
WAIVE OR AFFECT SELLER’S RIGHTS AND BUYER’S INDEMNITY OBLIGATIONS
UNDER OTHER SECTIONS OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE
THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE
SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES
TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND
1677.

_______________________________ _______________________________

SELLER’S INITIALS BUYER’S INITIALS

11.2. Buyer’s Pre-Closing Remedies. In the event Seller breaches or defaults

with respect to any provision of this Agreement (for the purposes of this Section 11.2, a
“breach”), then Buyer shall be entitled to deliver to Seller written notice of such breach, which
notice shall set forth complete information about the nature of the breach. Seller shall have a
period of fifteen (15) days to cure such breach. If such breach remains uncured beyond the 15-
day period described above, then Buyer’s sole and exclusive remedy shall be to either (i)
terminate this Agreement, in which event the Deposit (less any Escrow fees and costs payable by
Buyer and amounts required to satisfy any indemnity obligations of Buyer under this Agreement)
shall be returned to Buyer and Seller shall have no further liability or obligations under this
Agreement or otherwise, or (ii) commence an action for specific performance, provided that as a
condition to such remedy, (a) such complaint must be filed within sixty (60) days of the
occurrence of such breach and (b) Buyer shall not be entitled to any damages whatsoever in
connection with such action for specific performance, except for the reimbursement of attorneys’
fees as provided hereinbelow. In the event that Buyer elects to terminate the Agreement pursuant
to this provision, the Deposit (less any Escrow fees and costs payable by Buyer and amounts
required to satisfy any indemnity obligations of Buyer under this Agreement) shall be returned to
Buyer and Seller shall have no further liability or obligations under this Agreement or otherwise.
Seller shall have no liability for indemnification or otherwise as a result of any breach with
respect to any provision of this Agreement, in the event that Buyer or any of its Affiliates or
representatives became aware of such breach prior to the Closing and Buyer nonetheless did not
exercise its right, if any, to terminate this Agreement. In such event, any such breach shall be
deemed fully waived and released by Buyer. Further, Seller’s representations and warranties
under this Agreement shall survive after the Closing for a period of three (3) months.

11.3. No Contesting Liquidated Damages. As material consideration

to each Party’s agreement to the liquidated damages provisions stated above, each Party hereby
agrees to and does hereby waive any and all rights whatsoever to contest the validity of the
liquidated damage provisions for any reason whatsoever, including, but not limited to, that such
provision was unreasonable under the circumstances existing at the time this Agreement was
15
64204673.5
made. Nothing in this section 11.3 shall be deemed to constitute a waiver by either Party of any
rights to challenge the applicability of the liquidated damages provisions stated above.

12. Certain Occurrences May Affect the Condition of the Property.

Buyer represents and warrants that Buyer has, or shall have as of the expiration of the Inspection
Period, inspected and conducted tests and studies of the Property to the satisfaction of Buyer and
that Buyer is familiar with the general condition of the Property. Buyer understands and
acknowledges that the Property may be subject to earthquake, fire, floods, erosion, high water
table, dangerous underground soil conditions, hazardous substances and similar occurrences that
may alter its condition or affect its suitability for any proposed use. Seller shall have no
responsibility or liability with respect to any such occurrence and such occurrences shall not
affect Buyer’s obligations hereunder except as set forth in Section 7 hereof. Buyer represents
and warrants that Buyer is acting and will act only upon information obtained by Buyer directly
from Buyer’s own inspection of the Property, and Seller’s express representations and warranties
contained in this Agreement. Any reliance by Buyer on the Property Files shall be at Buyer’s
own risk, Buyer acknowledging that Seller makes no representations or warranties, express or
implied regarding the Property Files or the completeness or accuracy thereof except as may be
expressly set forth in this Agreement. Upon Buyer’s waiver of its contingency under Section
10.2 hereof, the suitability or lack of suitability of the Property for any proposed or intended use,
or the availability or lack of availability of (a) permits or approvals of governmental or
regulatory authorities, or (b) easements, licenses or other rights with respect to any such
proposed or intended use of the Property, shall not affect the obligations of the Buyer under this
Agreement.

13. Property “AS IS”

13.1. No Side Agreements or Representations. No person acting on

behalf of Seller is authorized to make any representation, warranty, agreement, statement,
guarantee or promise regarding the Property or the transaction contemplated herein or the
zoning, construction, physical condition or other status of the Property except as may be
expressly set forth in this Agreement and, by executing this Agreement, Buyer acknowledges
that no person has made any such statement, agreement warranty, guarantee or promise. No
representation, warranty, agreement, statement, guarantee or promise, if any made by any person
acting on behalf of Seller which is not specifically contained in this Agreement will be valid or
binding on Seller.

13.2. AS-IS CONDITION. BUYER ACKNOWLEDGES AND

AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO SECTION 8 HEREIN, SELLER HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS
OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT
LIMITATION WITH RESPECT TO THE (I) VALUE OF THE PROPERTY; (II) INCOME TO
BE DERIVED FROM THE PROPERTY; (III) SUITABILITY OF THE PROPERTY FOR ANY

16
64204673.5
AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON,
INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY;
(IV) HABITABILITY, MERCHANTABILITY, MARKETABILITY, TITLE, OWNERSHIP,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (V)
NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY OF THE PROPERTY; (VI)
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY; (VII) MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (VIII) COMPLIANCE
WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,
RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT
LIMITED TO, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990,
CALIFORNIA HEALTH & SAFETY CODE, THE FEDERAL WATER POLLUTION
CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT,
THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R.,
PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION
AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND
RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER
ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC
SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF
THE FOREGOING; (IX) PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT,
ON, UNDER, OR ADJACENT TO THE PROPERTY; (X) CONTENT, COMPLETENESS OR
ACCURACY OF ANY INFORMATION OR DOCUMENTS RELATING TO THE
PROPERTY OR TITLE REPORT OR SURVEY; (XI) CONFORMITY OF THE
IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS THAT MAY HAVE BEEN OR
MAY BE PROVIDED TO BUYER; (XII) CONFORMITY OF THE PROPERTY TO PAST,
CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (XIII)
DEFICIENCY OF ANY UNDERSHORING; (XIV) DEFICIENCY OF ANY DRAINAGE;
(XV) FACT THAT ALL OR A PORTION OF THE PROPERTY MAY BE LOCATED ON OR
NEAR AN EARTHQUAKE FAULT LINE; OR (XVI) EXISTENCE OF VESTED LAND USE,
ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY.

BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND REVIEW INFORMATION AND
DOCUMENTATION AFFECTING OR RELATING TO THE PROPERTY BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND REVIEW
OF SUCH INFORMATION AND DOCUMENTATION, AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT FOR THE
EXPRESS REPRESENTATIONS PROVIDED BY SELLER IN THIS AGREEMENT.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
MADE AVAILABLE TO BUYER OR PROVIDED OR TO BE PROVIDED BY OR ON
BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND PROVIDERS AND THAT SELLER, HAVING RECENTLY
ACQUIRED THE PROPERTY AS SUCCESSOR TO A FORECLOSING BANK, HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR
17
64204673.5
COMPLETENESS OF SUCH INFORMATION. BUYER AGREES TO FULLY AND
IRREVOCABLY RELEASE ALL SUCH SOURCES AND PROVIDERS OF INFORMATION
AND PREPARERS OF INFORMATION AND DOCUMENTATION AFFECTING THE
PROPERTY RETAINED OR PROVIDED BY SELLER FROM ANY AND ALL CLAIMS
THAT THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST SUCH SOURCES
AND PROVIDERS AND PREPARERS OF INFORMATION FOR ANY COSTS, LOSS,
LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING
FROM SUCH INFORMATION OR DOCUMENTATION.

SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN

STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE
BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON OT ENTITY. BUYER
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS
MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS, AND THAT
SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR
IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN.

13.3 Alquist-Priolo Geologic Hazard Disclosure. Buyer

acknowledges that the Property may be within a special study zone as designated under the
Acquist-Priolo Geologic Hazard Act (Section 2621 of California Public Resources Code). If the
Property is so located, construction or development on Real Property of any structures intended
for human occupancy may be subject to the findings of a geological report prepared by a
geologist registered in the State of California. Buyer hereby expressly assumes such risk and
hereby releases Seller and its agents and representatives and each of them from any and all loss,
injury or damage which will or may be sustained by Buyer as a consequence of the Property
being within any such special study zone.

14. Additional Covenants and Agreements.

14.1. Operating Covenants. From the Effective Date through the

Closing Date, Seller shall cause the Property to be operated and maintained in a manner
consistent with Seller’s current practice.

14.2. Termination of Insurance. Seller shall maintain the policies of

insurance currently in effect with respect to the Property (with such modifications as Seller
deems appropriate) until either at or after the Closing. The decision of whether to terminate the
insurance policies at or after the Closing shall be made in Seller’s sole and absolute discretion.

14.3. Evidence of Financial Capacity. Buyer shall provide Seller with

evidence reasonably satisfactory to Seller, from time to time as requested by Seller,
demonstrating Buyer’s financial ability to complete the acquisition of the Property in accordance
with the terms of this Agreement.

14.4. Further Encumbrances. Seller has not and shall not, from the
Effective Date to the Close of Escrow without the prior written consent of Buyer, which consent
18
64204673.5
shall not be unreasonably withheld, conditioned or delayed, enter into any lien, encumbrance,
easement, or license agreement, or any other agreement permitting others to use the Property, or
any portion thereof, that will survive the Closing, and Seller shall not convey any part of the
Property.

15. Waiver of Trial by Jury. Seller and Buyer, to the extent they may
legally do so, hereby expressly waive any right to trial by jury of any claim, demand, action,
cause of action, or proceeding arising under or with respect to this Agreement, or in any way
connected with, or related to, or incidental to, the dealings of the Parties hereto with respect to
this Agreement or the transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and irrespective of whether sounding in contract, tort, or otherwise. To the
extent they may legally do so, Seller and Buyer hereby agree that any such claim, demand,
action, cause of action, or proceeding shall be decided by a court trial without a jury and that any
Party hereto may file an original counterpart or a copy of this Section with any court as written
evidence of the consent of the other Party or Parties hereto to waiver of its or their right to trial
by jury.

16. Attorney’s Fees. If any action or proceeding is commenced by either

Party to enforce its rights under this Agreement (in accordance with its terms) or to collect
damages as a result of the breach of any of the provisions of this Agreement, the prevailing Party
in such action or proceeding, including any bankruptcy, insolvency or appellate proceedings,
shall be entitled to recover all reasonable costs and expenses, including, without limitation,
reasonable attorneys’ fees and court costs, in addition to any other relief awarded by the court.

17. Notices. All notices, demands, approvals, and other communications

provided for in this Agreement shall be in writing and shall be effective upon the earliest of the
following to occur when delivered to the recipient whether by (a) a nationally recognized
overnight-guaranteed delivery service; (b) United States mail; or (c) by facsimile or email
(provided there is confirmation of transmission and subsequent delivery thereof by one of the
methods provided in (a) or (b) above). If the date on which any notice to be given hereunder
falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to
the next business day immediately following such Saturday, Sunday or legal holiday. The
following addresses may be changed by written notice given in accordance with this Section:

If to Seller: NRFC WA Holdings II, LLC

c/o Colony Northstar, LLC
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
Facsimile: (310) 407-7380
Attention: Director of Legal

With a copy to NRFC WA Holdings II, LLC

c/o Colony Northstar OPCO, LLC
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
Attention: Loan Administrator
19
64204673.5
With a copy to: Polsinelli LLP
2049 Century Park East, Suite 2900
Los Angeles, CA 90067
Attention: Herman Enayati, Esq.
henayati@polsinelli.com

If to Buyer: Livermore Valley Joint Unified School District

685 East Jack London Boulevard
Livermore, CA 94551
Attention: Superintendent
KBowers@lvjusd.k12.ca.us
Facsimile: (925) 606-3329

Lozano Smith LLP

With a copy to:
2001 N. Main Street, Suite 500
Walnut Creek, CA 94596
Attn: Kelly M. Rem
krem@lozanosmith.com
Facsimile: (925) 953-1625

If to Escrow Holder: First American Title Insurance Company

777 South Figueroa St., Suite 400
Los Angeles, CA 90017
Attention: Maurice Neri
mneri@firstam.com

18. Amendment; Complete Agreement. All amendments and supplements

to this Agreement must be in writing and executed by Buyer and Seller. This Agreement,
including the exhibits, attachments, documents and agreements to be delivered pursuant hereto,
contains the entire agreement and understanding between Buyer and Seller concerning the
subject matter of this Agreement and supersedes all prior agreements, terms, understandings,
conditions, representations and warranties, whether written or oral, made by Buyer or Seller
concerning the Property or the other matters which are the subject of this Agreement, including,
without limitation, matters contained in any offering circular or marketing materials relating to
the Property.

19. Governing Law. This Agreement shall be governed by and interpreted in

accordance with the internal laws of the state in which the Property is located without regard to
rules concerning conflicts of law. Venue for any dispute shall be Alameda County, California.

20. Severability. If any provision of this Agreement or the application

thereof to any person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement (including the application of such provision to persons or
circumstances other than those with respect to which it is held invalid or unenforceable) shall not

20
64204673.5
be affected thereby, and each provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.

21. Counterparts, Headings and Defined Terms. This Agreement may be

executed in counterparts, each of which shall be an original, but all of which together shall
constitute one agreement. The headings to sections of this Agreement are for convenient
reference only and shall not be used in interpreting this Agreement. Execution may be made by
fax or email (to be followed by delivery of the hard copy original signatures, but effective upon
fax or email).

22. Time of Essence. Time is of the essence of this Agreement.

23. Waiver. Except as expressly stated that a failure to act shall constitute to
a waiver, no waiver by Buyer or Seller of any of the terms or conditions of this Agreement or
any of their respective rights under this Agreement shall be effective unless such waiver is in
writing and signed by the Party charged with the waiver.

24. Third Parties. This Agreement is entered into for the sole benefit of
Buyer and Seller and their respective permitted successors and assigns. No party other than
Buyer and Seller and such permitted successors and assigns shall have any right of action under
or rights or remedies by reason of this Agreement.

25. Additional Documents. Each Party agrees to perform any further acts
and to execute and deliver such further documents which may be reasonably necessary to carry
out the terms of this Agreement.

26. Independent Counsel. Buyer and Seller each acknowledge that: (i) they
have been represented by independent counsel in connection with this Agreement; (ii) they have
executed this Agreement with the advice of such counsel; and (iii) this Agreement is the result of
negotiations between the Parties hereto and the advice and assistance of their respective counsel.
The fact that this Agreement may have been prepared by Seller’s counsel as a matter of
convenience shall have no import or significance. Any uncertainty or ambiguity in this
Agreement shall not be construed against Seller because Seller’s counsel prepared this
Agreement.

27. Governmental Approvals. Nothing contained in this Agreement shall be

construed as authorizing Buyer to apply for a zone change, variance, subdivision maps, lot line
adjustment, or other discretionary governmental act, approval or permit with respect to the
Property prior to the Closing, and Buyer agrees not to do so without Seller’s prior written
approval, which approval may be withheld in Seller’s sole and absolute discretion. Buyer agrees
not to submit any reports, studies or other documents, including, without limitation, plans and
specifications, impact statements for water, sewage, drainage or traffic, environmental review
forms, or energy conservation checklists prior to the Closing unless first approved by Seller,
which approval Seller shall not unreasonably withhold, condition, or delay. Buyer’s obligation
to purchase the Property shall not be subject to or conditioned upon Buyer’s obtaining any

21
64204673.5
variances, zoning amendments, subdivision maps, lot line adjustments or other discretionary
governmental acts, approvals or permits.

28. Release. Except for Seller’s express representations and warranties in this
Agreement, including in Section 8 hereof, Buyer shall rely solely upon Buyer’s own knowledge
of the Property based on its investigation of the Property and its own inspection of the Property
in determining the Property’s physical condition. Buyer and anyone claiming by, through or
under Buyer hereby waives its right to recover from and fully and irrevocably releases Seller,
and Seller’s direct and indirect owners, employees, officers, directors, representatives, agents,
servants, lenders, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all
persons, firms, corporations and organizations acting on its behalf (the “Released Parties”) from
any and all claims that it may now have or hereafter acquires against any of the Released Parties
for any costs, loss, liability, damage, expenses, demand, action or cause of action and attorneys’
fees and costs and claims therefor, whether direct or indirect, known or unknown, or foreseen or
unforeseen (collectively, “Claims”) arising from or related to any construction defects, structural
defects, errors, omissions or other conditions, latent or otherwise, including environmental
matters, affecting the Property, or any portion thereof. This release includes claims of which
Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known
by Buyer, would materially affect Buyer’s release hereunder, but does not constitute a release of
Seller’s obligations to comply with and perform under the express terms of this Agreement,
except to the extent otherwise provided for in the other Sections of this Agreement.

Buyer specifically waives the provisions of California Civil Code Section 1542, which provides
as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

In this connection and to the extent permitted by law, Buyer hereby agrees, represents and
warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have
given or may hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses which are presently unknown, unanticipated and
unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases
herein have been negotiated and agreed upon in light of that realization and that Buyer
nevertheless hereby intends to release, discharge and acquit the Released Parties from any such
unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and
expenses which might in any way be included as a material portion of the consideration given to
Seller by Buyer in exchange for Seller’s performance hereunder.

22
64204673.5
Seller has given Buyer material concessions regarding this transaction in exchange for Buyer
agreeing to the provisions of this Section 28, which Section 28 shall survive the Closing. Seller
and Buyer have each initialed this Section 28 to further indicate their awareness and acceptance
of each and every provision hereof.

_______________________________ _______________________________

SELLER’S INITIALS BUYER’S INITIALS

29. Hazardous Substances. If Buyer discovers any Hazardous Substances or

other environmental condition subject to legal requirements for corrective action or affecting the
Property, Buyer shall immediately notify Seller, and if such discovery is made after the Closing,
Buyer shall cause the condition to be corrected in accordance with applicable law. Buyer’s
obligations under this Section shall survive the Closing and shall not be merged with the Deed.

30. Indemnification. Buyer shall indemnify, defend, protect and hold

harmless the Released Parties from and against any and all Claims which may arise from or be
related to (a) any inaccuracy in any representation or warranty made by Buyer in this Agreement,
(b) Buyer’s breach of any covenant or agreement contained in this Agreement, or (c) Buyer’s
activities on or operation of the Property from and after the Closing Date, regardless of how such
Claims arise or when after the Closing Date the events giving rise to such Claims occurred,
including, but not limited to, Claims relating to Hazardous Substances, and any acts or omissions
of Buyer or its employees, agents, suppliers, or contractors. Buyer’s indemnification obligations
hereunder shall survive the Closing and shall survive any termination of this Agreement and/or
the Escrow prior to the Closing. Notwithstanding the foregoing, Buyer’s indemnity obligation
shall not apply to the extent that such claims, damages, liens, stop notices, liabilities, losses,
costs, or expenses result from the gross negligence or willful misconduct of Seller, or the Seller’s
breach of any covenant or agreement contained in this Agreement.

31. Assignment. Buyer shall neither assign its rights nor delegate its
obligations hereunder without obtaining Seller’s prior written consent, which may be withheld in
Seller’s sole and absolute discretion. Any purported or attempted assignment or delegation
without obtaining Seller’s prior written consent shall be void and of no effect. Notwithstanding
the foregoing, Buyer shall have the right to assign its rights and obligations under this
Agreement, by giving prior written notice to Seller not less than five (5) business days prior to
the Closing Date and further provided that such assignee assume the obligations of Buyer
hereunder, to any affiliate entity that controls Buyer or that is controlled by Buyer or under
common control with Buyer. For the purposes of this Paragraph 31, “control” shall mean any
person or entity with (i) ownership, directly or indirectly, of at least fifty-one percent (51%) of
the voting securities of, or the possession of the right to vote in the ordinary direction of its
affairs at least fifty-one percent (51%) of the voting interest in Buyer, or (ii) the power to direct
or cause the direction of the management and policies of Buyer, whether through the ownership
of voting shares, by contract or otherwise.

The Parties hereto agree and acknowledge that Seller obtained its title to the Property
through foreclosure or by deed in lieu of foreclosure, and that the Property may be part of a
portfolio of similarly acquired properties owned by Seller and/or its affiliates. In order to enable
23
64204673.5
a sale of any such portfolio which includes the Property, Seller shall have the option to assign its
interest in and to this Agreement to any third party with at least ten (10) business days’ prior
written notice to Buyer. Seller shall include with such notice a copy of the executed document
which effects the assignment of the Agreement. Any assignee of the Agreement shall be bound
by the terms and conditions stated herein.

32. Successors and Assigns. Subject to the restrictions on transfer set forth in
Section 31, this Agreement shall be binding upon and inure to the benefits of the heirs,
successors and assigns of the Parties hereto. In no event shall Buyer have any right to delay or
postpone the Closing to create a partnership, corporation or other form of business association or
to obtain financing to acquire title to the Property or to coordinate with any other sale, transfer,
exchange or conveyance.

33. Exhibits. Each reference to a Section, Exhibit or Schedule in this

Agreement shall mean the sections of this Agreement and the exhibits and schedules attached to
this Agreement, unless the context requires otherwise. Each such exhibit and schedule is
incorporated herein by this reference.

34. Business Days. Except with respect to the expiration of the Inspection
Period, if the date on which any act or event hereunder is to occur falls on a Saturday, Sunday or
legal holiday, then such date shall automatically be extended to the next business day
immediately following such Saturday, Sunday or legal holiday.

35. Consents and Approvals. Whenever the consent or approval of Seller or

Buyer is required under the terms of or in connection with the transaction contemplated under
this Agreement, such consent or approval may be given in Seller’s or Buyer’s sole and absolute
discretion, unless expressly provided in this Agreement to the contrary.

36. No Reservation of Property. The preparation and/or delivery of

unsigned drafts of this Agreement shall not create any legally binding rights in the Property
and/or obligations of the Parties, and Buyer and Seller acknowledge that this Agreement shall be
of no effect until it is duly executed by both Buyer and Seller. Buyer understands and agrees that
Seller shall have the right to continue to market the Property and/or to negotiate with other
potential purchasers of the Property until the Closing.

37. Duty of Confidentiality. Buyer represents and warrants that it shall keep
all information and/or reports obtained from Seller or any other source, related to or connected
with the Property, the other Party identity and identifying characteristics of Seller and its
Affiliates, or this transaction, confidential and will not disclose any such information to any
person or entity without obtaining the prior written consent of Seller; provided, however, that
Seller acknowledges that Buyer is a public agency subject to the California Public Records Act
(California Government Code §§ 6250, et seq.), Brown Act (California Government Code §§
54950, et seq.), and similar legal authorities, and that nothing in this Agreement shall prevent
Buyer from complying with applicable law or order of any court having jurisdiction. This
Section shall be supplemental to and not in derogation of the provisions of any confidentiality
agreement which Buyer enters into in connection with the Property or this transaction.

24
64204673.5
 38. 1031 Exchange. If Buyer desires to structure an exchange under
Section 1031 of the Internal Revenue Code of 1986, as amended, in connection with this
transaction, then Seller agrees to cooperate in completing such exchange, subject to the
following terms and conditions:

38.1. Seller shall not be obligated to delay the Closing;

38.2. Any additional cost in connection with the exchange shall be borne
by Buyer;

38.3. Seller shall not be obligated to take title to any property in

connection with any such exchange or to execute any note, contract, or other document providing
for any liability to Seller whatsoever;

38.4. Buyer shall defend (with counsel reasonably acceptable to the

other), indemnify, and hold the Seller harmless from and against any and all claims, demands,
liabilities, costs, expenses, damages, and losses (including, without limitation, attorney fees, and
costs) in any way arising out of or in connection with or resulting from Seller’s participation in
any such exchange, which indemnity shall survive the Closing;

38.5. The conveyance of the Property to Buyer and the Closing shall not
be conditioned upon Buyer’s ability to effectuate an exchange; and

38.6. Buyer’s rights and obligations under this Agreement may be

assigned to an intermediary of Buyer’s choice for the sole purpose of completing such an
exchange. Seller agrees to reasonably cooperate with Buyer initiating the exchange and any such
intermediary in a manner reasonably necessary to complete the exchange, at no cost to Seller.

[SIGNATURE PAGE FOLLOWS]

25
64204673.5
 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

SELLER:

NRFC WA Holdings II, LLC,

a Delaware limited liability company

By __________________________________________
Name:
Its:

BUYER:

Livermore Valley Joint Unified School District,

a California public school district

By __________________________________________
Name:
Its:

ACCEPTANCE BY ESCROW HOLDER:

Dated: ____________, 2018

First American Title Insurance Company

By:
Name:
Title

26
64204673.5
 EXHIBIT “A”
(Legal Description)

{SR298282} Exhibit A-1

64204673.1
64204673.5
{SR298282} Exhibit A-2

64204673.1
64204673.5
 EXHIBIT “B”

RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO AND MAIL
TAX STATEMENTS TO:

[INSERT]

SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

GRANT DEED

The undersigned grantor declares Documentary Transfer Tax in the amount of

$______________, which is calculated on the full value of the interest or property conveyed.

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,

NRFC WA Holdings II, LLC, a Delaware limited liability company (“Grantor”), hereby
grants to ______________, that certain real property in the City of __________, County of
__________, State of California, more particular described in Exhibit “A” attached hereto and
incorporated herein by this reference.

SUBJECT TO:

1. Taxes and assessments.

2. All other covenants, conditions, restrictions, reservations, rights, rights of

way, easements, encumbrances, liens and title matters of record as set forth on Exhibit B
attached hereto.

[SIGNATURE PAGE FOLLOWS]

{SR298282} Exhibit B-1

64204673.1
64204673.5
DATED: ________________ ___, 2018

GRANTOR

NRFC WA Holdings II, LLC,

a Delaware limited liability company

By: __________________________

Name: __________________________

Its: __________________________

{SR298282} Exhibit B-2

64204673.1
64204673.5
 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.

NOTARY ACKNOWLEDGEMENT

State of California )

County of _________________ )

On _________________________, before me, ,

(insert name of notary)

Notary Public, personally appeared ,

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

{SR298282} Exhibit B-3

64204673.1
64204673.5
 EXHIBIT “C”

QUITCLAIM BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS that, NRFC WA Holdings II, LLC, a
Delaware limited liability company (“Seller”), in accordance with the Agreement of Purchase
and Sale and Escrow Instructions dated 201__ (“Purchase Agreement”), and for and
in consideration of the sum of TEN AND 00/100 DOLLARS ($10.00) lawful money of the
United States, to it paid by ___________ (“Buyer”), the receipt of which is hereby
acknowledged, has remised, released, and quitclaimed, and by these presents does remise,
release, and quitclaim unto Buyer, its successors and/or assigns, all of Seller’s right, title and
interest, if any, in and to all of the Personal Property, as defined in the Purchase Agreement,
located on that certain real property more particularly described on Exhibit “A” attached hereto
and used in connection with the management, operation, or repair of the real property. This
instrument also quitclaims all of Seller’s right, title and interest in and to any warranties in
connection with the Personal Property, to the extent assignable.

The above-described property is in used condition, and Seller is neither a manufacturer

nor distributor of, nor dealer nor merchant in, said property.

THE PERSONAL PROPERTY IS BEING CONVEYED “AS IS”, “WHERE IS”, AND
“WITH ALL FAULTS” AS OF THE DATE OF THIS BILL OF SALE, WITHOUT ANY
REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS TITLE, CONDITION,
SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE,
MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. BUYER IS
HEREBY ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON BUYER’S
OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND
NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S
AGENTS OR CONTRACTORS. SELLER HAS MADE NO AGREEMENT TO ALTER,
REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY. SELLER SPECIFICALLY
DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR
WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PERSONAL
PROPERTY.

TO HAVE AND TO HOLD all of Seller’s right, title and interest in and to the aforesaid
property unto Buyer, its heirs, legal representatives, its successors and/or assigns forever.

{SR298282}Exhibit C-1

64204673.1
64204673.5
 IN WITNESS WHEREOF, Seller has caused these presents to be executed this day of
_______, 201__

NRFC WA Holdings II, LLC,

a Delaware limited liability company

By: ________________________
Name:
Its:

{SR298282}Exhibit C-2

64204673.1
64204673.5
 EXHIBIT "A"

to

BILL OF SALE

LEGAL DESCRIPTION

{SR298282}Exhibit C-3

64204673.1
64204673.5
 EXHIBIT “D”

CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by the Grant Deed dated
_____________, from _________________, to the Livermore Valley Joint Unified School
District, a political subdivision of the State of California, is hereby accepted by the undersigned
officer on behalf of the Livermore Valley Joint Unified School District pursuant to authority
conferred by the California Constitution and California Education Code sections 1240, et seq.,
and the Livermore Valley Joint Unified School District consents to the recordation thereof by its
duly authorized officer.

Dated: ____________________________

LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT,

a political subdivision of the State of California

By: ________________________________________
Name: Kelly Bowers
Its: Superintendent

{SR298282}Exhibit C-4

64204673.1
64204673.5