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MWGJF CLEAN 4/17/15

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

BETWEEN

SIMA RANCHO CONEJO, L.L.C.,

a California limited liability company

(“Seller”)

and

CONEJO VALLEY UNIFIED SCHOOL DISTRICT,

a political subdivision of the State of California

(“Buyer”)

dated April ____, 2015

for real property located at

667 Rancho Conejo Road

Newbury Park, California 91320

APN: 667-0-060-565

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TABLE OF CONTENTS

1 - DEFINITIONS .......................................................................................................................... 1

2 - PURCHASE AND SALE .......................................................................................................... 4

2.1. Conveyance of Property ................................................................................................... 4

2.2. Exclusion from Property .................................................................................................. 4

3 - ESCROW HOLDER ................................................................................................................. 4

3.1. Acknowledgment of Escrow Holder ................................................................................ 4

3.2. Agreement Constitutes Escrow Instructions .................................................................... 4

3.3. Escrow Holder Duties ...................................................................................................... 4

3.4. Real Estate Reporting Person ........................................................................................... 5

4 - PAYMENT OF PURCHASE PRICE........................................................................................ 5

4.1. Deposit ............................................................................................................................. 5

4.2. Balance of Purchase Price ............................................... Error! Bookmark not defined.

4.3. Return of Deposit ............................................................ Error! Bookmark not defined.

5 - TITLE TO PROPERTY ............................................................................................................ 7

5.1. Preliminary Title Report................................................................................................... 7

5.2. Survey............................................................................................................................... 7

5.3. Title Exceptions................................................................................................................ 7

5.4. Additional Exceptions ...................................................................................................... 8

6 - DUE DILIGENCE PERIOD ..................................................................................................... 8

6.1. Inspections ........................................................................................................................ 8

6.2. Review of Documents .................................................................................................... 11

6.3. Approval Notices............................................................................................................ 11

6.3.1. Notice ...................................................................................................................... 11

6.3.2. Disapproval ............................................................................................................. 11

6.3.3. Approval ................................................................................................................. 12

6.3.4. Failure to Deliver Notice ........................................................................................ 12

7 - SELLER’S INITIAL DELIVERIES ....................................................................................... 12

8 - CONDITIONS PRECEDENT ................................................................................................. 12

8.1. Conditions to Buyer’s Obligations ................................................................................. 12

8.1.1. Owner’s Policy........................................................................................................ 13

8.1.2. Close of Escrow for Adjoining Property ................................................................ 13

8.1.3. Due Performance .................................................................................................... 13

8.1.4. Damage, Destruction, Condemnation ..................................................................... 13

8.1.5. Seller’s Deliveries ................................................................................................... 13

8.1.6. Occupancy............................................................................................................... 13

8.1.7. Seller’s Warranties .................................................................................................. 13

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8.1.8. Waiver of Conditions .............................................................................................. 13

8.2. Conditions to Seller’s Obligations ................................................................................. 14

8.2.1. Buyer’s Deliveries .................................................................................................. 14

8.2.2. Investor and Lender Approval ................................................................................ 14

8.2.3. Due Performance .................................................................................................... 14

8.2.4. Owner’s Policy........................................................................................................ 14

8.2.5. Buyer’s Warranties ................................................................................................. 14

8.2.6. Waiver ..................................................................................................................... 14

9 - COVENANTS OF SELLER ................................................................................................... 14

9.1. Contracts......................................................................................................................... 14

9.2. Operation and Maintenance ........................................................................................... 15

9.3. Seller’s Obligations ........................................................................................................ 15

10 - SELLER’S CLOSING DELIVERIES................................................................................... 15

11 - BUYER’S CLOSING DELIVERIES .................................................................................... 16

12 - CLOSE OF ESCROW ........................................................................................................... 16

12.1. Deliver to Buyer ......................................................................................................... 16

12.2. Deliver to Seller .......................................................................................................... 16

13 - CLOSING COSTS ................................................................................................................ 16

14 - TERMINATION ................................................................................................................... 17

15 - PRORATIONS ...................................................................................................................... 17

15.1. Prorated Items ............................................................................................................. 17

15.1.1. Taxes and Assessments ........................................................................................... 17

15.1.2. Utility Charges ........................................................................................................ 17

15.1.3. Operating Expenses ................................................................................................ 18

15.2. Statement of Prorations .............................................................................................. 18

15.3. Proration Adjustments ................................................................................................ 18

16 - ASSUMPTION OF LIABILITIES BY BUYER................................................................... 18

17 - REPRESENTATIONS AND WARRANTIES ..................................................................... 19

17.1. In General ................................................................................................................... 19

17.2. Representations and Warranties of Seller ................................................................... 19

17.2.1. Title ......................................................................................................................... 19

17.2.2. Free of Liens ........................................................................................................... 19

17.2.3. Due Authorization ................................................................................................... 19

17.2.4. Eminent Domain ..................................................................................................... 19

17.2.5. Litigation ................................................................................................................. 20

17.2.6. Violation of Agreements ......................................................................................... 20

17.2.7. Binding Effect ......................................................................................................... 20

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17.2.8. No Consent.............................................................................................................. 20

17.2.9. Hazardous Substances ............................................................................................. 20

17.2.10. Defects ................................................................................................................. 20

17.2.11. Contract Default .................................................................................................. 21

17.2.12. Full Disclosure .................................................................................................... 21

17.2.13. Bankruptcy .......................................................................................................... 21

17.2.14. Tax Consequences ............................................................................................... 21

17.3. Representations and Warranties of Buyer .................................................................. 22

17.3.1. Duly Organized ....................................................................................................... 22

17.3.2. Due Authorization ................................................................................................... 22

17.3.3. Violation of Agreements ......................................................................................... 22

17.3.4. Litigation ................................................................................................................. 22

17.4. Continuing Disclosure; Survival of Representations .................................................. 22

17.5. As-Is Conveyance ....................................................................................................... 23

18 - FURTHER ASSURANCES .................................................................................................. 23

19 - POSSESSION ........................................................................................................................ 23

20 - INDEMNIFICATION ........................................................................................................... 23

20.1. Indemnity by Seller .................................................................................................... 23

20.2. Indemnity by Buyer .................................................................................................... 24

21 - NOTIFICATION ................................................................................................................... 24

22 - NO ENCUMBRANCE .......................................................................................................... 24

23 - DAMAGE, DESTRUCTION, OR CONDEMNATION ....................................................... 24

24 - SELLER DEFAULT ............................................................................................................. 25

25 - BUYER DEFAULT; LIQUIDATED DAMAGES ............................................................... 25

26 - BROKER ............................................................................................................................... 26

27 - NOTICES .............................................................................................................................. 26

28 - MISCELLANEOUS PROVISIONS ..................................................................................... 28

28.1. Attorneys’ Fees ........................................................................................................... 28

28.2. No Waiver ................................................................................................................... 28

28.3. Construction................................................................................................................ 28

28.4. Merger ........................................................................................................................ 28

28.5. Amendments ............................................................................................................... 28

28.6. Counterparts................................................................................................................ 28

28.7. Computation of Periods .............................................................................................. 28

28.8. Successors and Assigns .............................................................................................. 29

28.9. Assignment by Buyer ................................................................................................. 29

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28.10. Assignment by Seller .................................................................................................. 29

28.11. Exhibits ....................................................................................................................... 29

28.12. Headings ..................................................................................................................... 29

28.13. Governing Law ........................................................................................................... 29

28.14. Time of the Essence .................................................................................................... 29

28.15. Severability ................................................................................................................. 29

28.16. Gender and Number .................................................................................................... 29

28.17. Relationship of the Parties .......................................................................................... 29

28.18. Release ........................................................................................................................ 30

28.19. Independent Counsel .................................................................................................. 30

EXHIBITS

A – Legal Description

B – Assignment and Assumption of Contracts and Property

C – Grant Deed

D – Acknowledgment of Escrow Holder

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND

JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of April ___, 2015, by and

between SIMA Rancho Conejo, L.L.C., a California limited liability company (“Seller”) and

the CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a political subdivision of the State

of California (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a

“Party” and jointly as the “Parties.” This Agreement shall also constitute the joint escrow

instructions of the Parties to Escrow Holder, defined herein.

RECITALS

A. Seller owns that certain real property of approximately 0.92 acres located at 667

Rancho Conejo Road, Newbury Park, California, identified by Assessor Parcel Number 667-0-

060-565, and more particularly described in Exhibit “A” attached hereto and made a part hereof

(the “Land”).

B. The Land is improved with structures and fixtures including, without limitation,

that certain industrial building containing approximately 12,236 square feet of space (the

“Improvements”), which building is occupied by a tenant (“Tenant”) under a lease that expires

on July 31, 2015. The Land and the Improvements are collectively hereinafter sometimes

referred to as the “Property.”

C. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the

Property from Seller, on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the promises and

covenants of the Parties to this Agreement, and other good and valuable consideration, the

receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1. “750 Mitchell Delay Fee” means the sum Three Hundred Sixty-Six Dollars and

Fifty-Eight Cents ($366.58) per day multiplied by the total number of days, if any, that the

Closing Date for this Escrow is delayed due to the failure of Buyer’s condition set forth in

Section 8.1.2.

1.2. “Agreement” is defined in the preamble of this Agreement, and consists of this

document and all identified exhibits attached hereto and incorporated by reference.

1.3. “Buyer” is defined in the preamble to this Agreement.

1.4. “Closing Date” means the date of the Close of Escrow (as defined below) which

shall be sixty (60) days following the expiration of the Due Diligence Period. For all purposes of

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this Agreement, the term “Closing Date” shall mean and refer to the initial Closing Date and any

extended Closing Date as set forth in Section 4.3 or 9.4, or as otherwise agreed to by Buyer and

Seller in writing.

1.5. “Close of Escrow” means the date on which the Grant Deed is recorded, which

shall in no event be later than one (1) business day following the Closing Date.

1.6. “Contract Assignment” is defined in Section 10.2 of this Agreement.

1.7. “Contracts” is defined in Section 9.1 of this Agreement.

1.8. “Deposit” means the sum of Fifty Thousand Dollars ($50,000.00) in immediately

available funds.

1.9. “Deposit Release” means the sum of Ten Thousand Nine Hundred Ninety-Seven

Dollars and Forty Cents ($10,997.40) of the Deposit.

1.10. “Disapproved Exceptions” is defined in Section 5.3 of this Agreement.

1.11. “Due Diligence Notice” is defined in Section 6.3.1 of this Agreement.

1.12. “Due Diligence Period” is defined in Section 6.1 of this Agreement.

1.13. “Escrow” means the escrow established pursuant to this Agreement through

which the purchase and sale of the Property shall be consummated.

1.14. “Escrow Holder” means Chicago Title Insurance Company, Oxnard California,

Attention: Linda Hamilton.

1.15. “Escrow Instructions” is defined in Section 4.3 of this Agreement.

1.16. “Escrow Opening Date” means the date Escrow Holder receives one or more

executed counterparts of this Agreement executed by Buyer and Seller; provided that the Escrow

Opening Date shall not be later than two (2) business days after this Agreement has been

executed by both Buyer and Seller. Escrow Holder shall promptly notify Buyer and Seller of the

Escrow Opening Date.

1.17. “Estimate” is defined in Article 23 of this Agreement.

1.18. “Éxtended Closing Date Notice” is defined in Section 4.3.1 of this Agreement.

1.19. “Grant Deed” means that certain deed conveying title to the Property to Buyer in

the form of Exhibit “C.”

1.20. “Improvements” is defined in the Recitals of this Agreement.

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1.21. “Land” is defined in the Recitals of this Agreement.

1.22. “Material” and “Materially” means (i) with respect to a particular breach, default,

or failure to perform, a particular representation or warranty, the provision of any information

relating to this transaction, or any change in circumstances or alteration to the Property, that a

reasonable person in the position of the non-breaching party would wish to terminate this

Agreement or which would give the non-breaching party the right to sue the other Party for

breach of contract due to that breach, default, failure to perform, representation or warranty,

information, change in circumstances or alteration (ii) and, with respect to any dollar amount, the

sum of Two Thousand Five Hundred Dollars ($2,500.00).

1.23. “Monthly 750 Mitchell Delay Fee” is defined in Section 4.3.1 of this Agreement.

1.24. “Notice” is defined in Section 27 of this Agreement.

1.25. “Owner’s Policy” is defined in Section 8.1.1 of this Agreement.

1.26. “Party” and “Parties” is defined in the preamble to this Agreement.

1.27. “Permitted Exceptions” is defined in Section 5.3.1 of this Agreement.

1.28. “Pre-Closing Obligations” is defined in Section 16 of this Agreement .

1.29. “Preliminary Title Report” is defined Section 5.1 of this Agreement.

1.30. “Property” is defined in the Recitals of this Agreement.

1.31. “Purchase Price” means the sum of Two Million One Hundred Thirty Thousand

Dollars ($2,130,000.00) payable in lawful currency of the United States.

1.32. “Sections” is defined in Section 28.12 of this Agreement.

1.33. “Seller” is defined in the preamble of this Agreement.

1.34. “Standard Provisions” is defined in Section 4.3 of this Agreement.

1.35. “Survey” is defined in Section 5.2 of this Agreement.

1.36. “Title Company” means Chicago Title Insurance Company, Oxnard, California,

Attention: Denise Hume.

1.37. “Underlying Documents” is defined in Section 5.1 of this Agrement.

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ARTICLE 2

PURCHASE AND SALE

2.1. Conveyance of Property. Seller hereby agrees to sell, assign and convey the

Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, upon the terms

and conditions set forth in this Agreement.

2.2. Exclusion from Property. This Agreement does not include the purchase and sale

of the following items which are specifically excluded from the Property and which shall remain

the property of Seller: all accounts pertaining to the Property, and all funds held therein,

including, but not limited to, property management account(s), operating account(s), replacement

and other reserve account(s), residual receipts account(s), utility deposit account(s), tax and

impound account(s), retainers, deposits and the like; claims and/or judgments against third

parties in favor of Seller; moneys payable to Seller by collection agencies; awards, deposits

made with governmental authorities or utilities, rebates, refunds, prepayments, credits, rights of

setoff and similar claims due Seller from third parties.

ARTICLE 3

ESCROW HOLDER

3.1. Acknowledgment of Escrow Holder. On the same day as the Escrow Opening

Date, Escrow Holder shall complete the Acknowledgment of Escrow Holder attached hereto as

Exhibit “D” and shall transmit copies thereof to the Parties and their respective legal counsel.

The executed Acknowledgment of Escrow Holder shall serve as notice of the Escrow Opening

Date, identify the Escrow number, and constitute the Escrow Holder’s agreement to conduct the

Escrow and provide all related title services as provided herein.

3.2. Agreement Constitutes Escrow Instructions. This Agreement shall constitute

escrow instructions (“Escrow Instructions”) to Escrow Holder. The Parties agree to execute

such additional Escrow Instructions consistent with the provisions of this Agreement as are

mutually acceptable to the Parties or that may be required by Escrow Holder. Escrow Holder’s

standard provisions (“Standard Provisions”), in the form approved by the Parties, shall also

constitute Escrow Instructions for purposes of this Agreement. The Parties agree that if there is

any conflict between the terms of this Agreement and the Standard Provisions, this Agreement

shall control.

3.3. Escrow Holder Duties. The Parties desire to be informed of the progress that is

made toward Close of Escrow. Therefore, by accepting this transaction for Escrow, Escrow

Holder expressly agrees to diligently provide notice to the Parties and their legal counsel of all

significant events or actions of a Party affecting the Escrow and the timing for Close of Escrow,

regardless of whether such event or action affects only one Party to this transaction. Escrow

Holder further agrees to make all reasonable efforts to be responsive to the communications or

inquiries from either of the Parties. The obligations of the Escrow Holder set forth herein are a

material part of the consideration given to the Parties in exchange for use of the Escrow Holder’s

services as described in this Agreement.

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3.4. Real Estate Reporting Person. Escrow Holder is hereby designated the “real

estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and

Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow

Holder shall so provide. Upon the consummation of the transaction contemplated by this

Agreement, Escrow Holder shall file Form 1099 information return and send the statement to

Seller as required under the aforementioned statute and regulation.

ARTICLE 4

PAYMENT OF PURCHASE PRICE

The Purchase Price shall be payable upon the Close of Escrow in accordance with the

following procedures:

4.1. Deposit. Buyer shall deliver the Deposit, by wire transfer or bank check in

immediately available funds, to Escrow Holder, within five (5) business days after the Escrow

Opening Date. Escrow Holder shall place the Deposit in an interest-bearing account with

interest credited to Buyer. The Deposit shall be applied against the Purchase Price at Close of

Escrow. Seller shall not be bound by this Agreement unless Buyer delivers the Deposit to

Escrow Holder within said five (5)-day period.

4.2. Deposit Release. After Seller has delivered to Escrow Holder a copy of Seller’s

delivered notice to the Tenant stating that Tenant’s lease of the Property shall not be extended

beyond July 31, 2015, and that the Tenant shall vacate the Property by August 1, 2015, Escrow

Holder shall, within two (2) business days, release to the Seller an amount of the Deposit equal

to the Deposit Release. The amount of the funds so released shall be applied against the

Purchase Price at Close of Escrow as part of the Deposit.

4.3. Balance of Purchase Price. The balance of the Purchase Price, together with all

other funds necessary on the part of Buyer to enable Escrow Holder to comply with these

instructions, shall be paid in immediately available funds by Buyer to Escrow Holder on or

before the Closing Date. For purposes of calculating the balance of the Purchase Price payable

by Buyer hereunder, Buyer shall be credited with (i) the Deposit, and (ii) Buyer’s share of the

prorations in Buyer’s favor.

4.4. Delay of Closing Date/750 Mitchell Delay Fee and Release.

4.4.1. At any time after all of the conditions precedent set forth in

Article 8 (including, but not limited to, the condition

precedent set forth in Section 8.1.6 and specifically

excluding the condition precedent set forth in Section 8.1.2)

have been satisfied or waived but no less than five (5)

business days prior to the then-scheduled Closing Date,

Buyer may elect to extend the then-scheduled Closing Date

for a period of Thirty (30) days by delivering to Escrow

Holder (i) the sum of Ten Thousand Nine Hundred Ninety-

Seven Dollars and Forty Cents ($10,997.40) by wire

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transfer or bank check in immediately available funds in

payment, in advance, of the 750 Mitchell Delay Fees for

the ensuing Thirty (30)-day period (the “Monthly 750

Mitchell Delay Fees”) and (ii) written notice of Buyer’s

election to extend the then-scheduled Closing Date for said

Thirty (30)-day period (the “Extended Closing Date

Notice”) and instruction to Escrow Holder to immediately

release the full amount of said Monthly 750 Mitchell Delay

Fees to Seller.

4.4.2. Buyer’s failure to timely deliver any Extended Closing

Date Notice and the Monthly 750 Mitchell Delay Fees to

Escrow Holder shall be conclusively deemed, for all

purposes, to be Buyer’s election not to extend the then-

scheduled Closing Date.

4.4.3. All Monthly 750 Mitchell Delay Fees released by Escrow

Holder to Seller shall not be refundable to Buyer under any

circumstances whatsoever and shall not be credited toward

the Purchase Price at the Close of Escrow.

4.4.4. Notwithstanding the foregoing, irrespective of any

extended Closing Date, Buyer may elect to close Escrow at

any time during any Thirty (30)-day extension period in

which case Buyer shall be entitled to a credit through

Escrow for the unused portion of the Monthly 750 Mitchell

Delay Fees applicable to the current Thirty (30)-day

extension period equal to the daily 750 Mitchell Delay Fee

multiplied by the number of days between the actual

Closing Date and the end of the current Thirty (30)-day

extension period.

4.5. Return of Deposit.

4.5.1. If Escrow is terminated prior to the Closing Date and

provided that Buyer is not in material default hereunder, the

Deposit held by Escrow and all interest accrued thereon, if

any, shall be returned to Buyer in the event, and only in the

event, of any of the following: (i) Seller is in material

breach or default of any term or provision of this

Agreement; (ii) Buyer elects to terminate Escrow in

accordance with the provisions of Sections 5.3.3(ii) and

5.3.4; (iii) the Property is damaged, destroyed or an action

for condemnation pursuant to Section 23 (and except as

disclosed therein) is instituted against the Property or any

part thereof; (iv) Buyer elects to terminate Escrow prior to

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the expiration of the Due Diligence Period as provided in

Section 6.3.2; (v) Buyer elects to terminate Escrow on or

before December 31, 2015 due solely to the failure of the

condition precedent set forth in Section 8.1.2; or (vi) Buyer

elects to terminate Escrow at any time due to the failure of

the conditions precedent set forth in Sections 8.1.1, 8.1.3,

8.1.4, 8.1.5, 8.1.6 or 8.1.7.

4.5.2. In all other instances not set forth in Section 4.4.1, hereof,

and provided that Seller is not in material default

hereunder, the Deposit and all interest accrued thereon shall

be delivered by Escrow Holder to Seller.

ARTICLE 5

TITLE TO PROPERTY

5.1. Preliminary Title Report. Within five (5) business days after the Escrow Opening

Date, Seller shall provide from the Title Company a preliminary title report, issued by the Title

Company and dated as of a date within fifteen (15) days of the Escrow Opening Date, pertaining

to the Property (the “Preliminary Title Report”), together with complete and legible copies of

all documents relating to the title exceptions referred to in such Preliminary Title Report (the

“Underlying Documents”).

5.2. Survey. Buyer may obtain at its sole cost and expense an ALTA survey (the

“Survey”) of the Property.

5.3. Title Exceptions.

5.3.1. At any time prior to the expiration of the thirty (30) days

following Buyer’s receipt of the Preliminary Title Report

and Underlying Documents, Buyer shall notify Seller and

Escrow Holder in writing of any title exceptions identified

in the Preliminary Title Report which Buyer disapproves.

Any exceptions shown on the Preliminary Title Report

which are not disapproved in writing on or before the

expiration of the Due Diligence Period shall be deemed

approved by Buyer and shall constitute “Permitted

Exceptions” hereunder. Buyer and Seller hereby agrees

that all non-delinquent property taxes and assessments shall

be deemed Permitted Exceptions.

5.3.2. If Buyer disapproves any exceptions reflected in the

Preliminary Title Report (“Disapproved Exceptions”),

Seller shall have a period of ten (10) business days,

commencing at the time of such disapproval, within which

to remove, cure, obtain endorsements against, or otherwise

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provide assurances satisfactory to Buyer and the Title

Company with respect to any such exception to title.

Seller’s failure to timely respond to Buyer’s notice of

Disapproved Exceptions shall be deemed Seller’s election

not to eliminate the Disapproved Exceptions. All monetary

liens shall be deemed Disapproved Exceptions and Seller

shall be obligated to eliminate them before or at the Closing

Date.

5.3.3. If a cure satisfactory to Buyer of such Disapproved

Exceptions is not effected within said ten (10)-business day

period, Buyer shall elect, in writing delivered to Seller and

Escrow Holder, within ten (10) days thereafter, to either (i)

waive its disapproval of such exceptions, in which case

such exceptions shall then be deemed to be Permitted

Exceptions, (ii) terminate this Agreement, or (iii) agree, in

writing, with Buyer to extend Buyer’s time to cure.

5.3.4. In the event Buyer elects to terminate this Agreement in

accordance with clause 5.3.3(ii) above, the Deposit, plus all

interest accrued thereon while in Escrow, shall be

immediately refunded to Buyer, less any amounts due to

Escrow Holder from Buyer pursuant to Section 4.5.1 of this

Agreement. Escrow Holder shall immediately return all

other documents, instruments and moneys to the Party that

deposited the same.

5.3.5. In the event that Escrow Holder or Seller agrees that it shall

remove, cure, or endorse against any Disapproved

Exception, such removal, cure, or endorsement shall be a

condition precedent to the Close of Escrow.

5.4. Additional Exceptions. If any subsequent Preliminary Title Report shall disclose

any additional material title exceptions, defects or encumbrances which materially affect the

value of the Property, then Buyer shall have an additional ten (10)-day period to approve or

disapprove such item in its reasonable discretion subject to the foregoing process.

ARTICLE 6

DUE DILIGENCE PERIOD

6.1. Inspections. During the period commencing on the Escrow Opening Date and

ending on the date which is sixty (60) days after the Escrow Opening Date (the “Due Diligence

Period”), Buyer, its agents and representatives shall be entitled to enter onto the Property during

reasonable business hours to perform inspections and tests of the Property and the structural and

mechanical systems within any Improvements, including, without limitation, soil, geological and

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environmental assessments of the Property, all at Buyer’s sole cost and expense. Buyer agrees to

conduct such inspection in accordance with the following:

6.1.1. The persons or entities performing any tests shall be

properly licensed and qualified; shall have obtained all

appropriate permits for performing such tests; shall perform

all such tests in a legal and safe manner; shall not permit

any dangerous, unprotected or nuisance conditions to exist

on the Property; and shall, at all times, protect the Property,

the Tenant and the general public from personal injury and

property damage in connection therewith;

6.1.2. Seller shall have the right of approval, in Seller’s sole

discretion, of any proposed physical testing, drilling or

Phase II environmental testing;

6.1.3. Buyer shall advise Seller in writing at least two (2) business

days in advance of the dates of all tests unless Seller waives

the requirement for such notice in writing and Buyer shall

schedule all tests during normal business hours and with

minimal inconvenience to the Tenant whenever feasible;

6.1.4. Prior to entry onto the Property for testing, Buyer shall

provide Seller with evidence of Buyer’s participation in the

alternative risk management program operated by Ventura

County Schools Self-Funding Authority in accordance with

the Joint Exercise of Powers Act, and Seller shall be named

an additional insured under the applicable coverage

memoranda;

6.1.5. Seller shall have the right to have a representative of Seller

accompany Buyer and Buyer’s representatives, agents or

designees while they are on the Property, unless Buyer,

acting through its employees, and not any third party,

enters the Property to walk through or around the Property

without conducting any physical tests, and without being

accompanied by any equipment;

6.1.6. Buyer shall deliver to Seller a copy of each test report

promptly after its receipt by Buyer;

6.1.7. Buyer shall indemnify, defend and hold harmless Seller, its

members, officers, managers, agents, employees, and

representatives for, from and against any and all claims,

damages, costs, liabilities and losses (including mechanic’s

liens) arising out of any entry by Buyer or its agents,

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designees or representatives, and this indemnity shall

survive the Close of Escrow or earlier termination of this

Agreement; provided, however, that Buyer shall not be

obligated to indemnify, defend, and hold harmless Seller its

members, officers, managers, agents, employees, and

representatives from claims, liabilities, damages, and costs

arising out of acts or omission of Seller, members, officers,

managers, agents, employees, or representatives; pre-

existing defects in the Property; the existence of hazardous

substances and materials discovered on the Property by

Buyer or its agents; or the discovery of conditions, facts, or

circumstances that adversely affect or may adversely affect

the value of the Property but not caused by Buyer or

Buyer’s agents;

6.1.8. Buyer shall, at its sole cost and expense, repair any damage

to the Property which was caused by any inspection or

testing of the Property by Buyer if this transaction does not

close (provided, however, that in no event shall Buyer be

obligated to treat, contain, dispose of, remove, remediate,

or otherwise handle any hazardous or toxic substance not

placed on the Property by Buyer or Buyer’s agents). Until

such repair is complete, Buyer will take all reasonable steps

necessary to ensure that any conditions on the Property

created by Buyer’s testing will not unreasonably interfere

with the normal operation of the Property or create any

dangerous, unhealthy, unsightly or noisy conditions on the

Property;

6.1.9. Buyer shall maintain any test results and reports in a

confidential manner and shall not, without Seller’s written

consent, release the same to any third party, except as may

otherwise be mandated upon Buyer by law; and

6.1.10. Seller shall reasonably cooperate with Buyer in any and all

investigations including the sharing of any information or

knowledge it has concerning the Property, including the

Improvements, with Buyer.

6.1.11. Buyer shall, at Buyer’s sole cost and expense, immediately

upon completion of each inspection, test or other

assessment or examination of the Property: (i) return the

Property to the same physical condition as existed

immediately prior thereto; (ii) comply fully with any and

all legal requirements applicable to such inspection, test or

other assessment or examination of the Property and the

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closing of any and all borings; (iii) properly and legally

dispose of any and all debris, soil borings and/or refuse

produced, generated or brought upon by the Property in

connection therewith; and (iv) remove any and all

equipment and vehicles utilized in connection therewith.

6.2. Review of Documents. During the Due Diligence Period, Buyer, its agents and

representatives shall have the opportunity to review: (i) the Preliminary Title Report, and (ii) all

of the documents delivered to Buyer pursuant to Section 7 hereof, as well as any other materials

Buyer may elect to obtain and review with respect to the Property. Upon reasonable advance

notice to Seller, Buyer, its agents and representatives shall be entitled to inspect, during Seller’s

regular business hours, all documents in Seller’s possession relating to the Property. Seller shall

reasonably identify and assist the Buyer in locating any such documents, to the extent that Seller

can do so without incurring any out-of-pocket costs. Such documents may include building

permits, certificates of occupancy, environmental assessments, toxic reports, surveys, soils and

geological reports, engineering and structural tests, insurance contracts, contracts for work in

progress, governmental agreements and approvals, architectural plans and site plans; provided,

however, Buyer acknowledges and agrees that Seller makes no representation or warranty that

such items are in Seller’s possession. In addition, at Buyer’s cost and with reasonable advance

notice to Seller, Buyer, its agents and representatives, including its accountants, shall be entitled

to review, during Seller’s regular business hours, all books and records of Seller relating to the

Property.

6.3. Approval Notices.

6.3.1. Notice. At any time during the Due Diligence Period,

Buyer can elect to approve or disapprove, in Buyer’s sole

discretion, the suitability of the Property for Buyer’s

intended purposes. Buyer shall deliver written notice (the

“Due Diligence Notice”) of its approval or disapproval of

such matters to Seller and Escrow Holder at any time prior

to the expiration of the Due Diligence Period. The Due

Diligence Notice shall set forth the basis of any disapproval

by specifying the adverse condition or conditions relating

to the suitability of the Property for Buyer’s intended

purposes.

6.3.2. Disapproval. In the event that Buyer disapproves any

matters in the Due Diligence Notice prior to the expiration

of the Due Diligence Period, then the Parties shall meet in

good faith to attempt to resolve the adverse conditions

specified in the notice. Pursuant to the Parties’ meet and

confer, (i) Seller may elect to remove or remediate the

adverse conditions, in which event, Seller shall do so prior

to Close of Escrow; provided that the Parties may agree, by

separate written agreement, to completion or removal of the

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adverse conditions after Close of Escrow; (ii) Buyer may

waive the disapproval; or (iii) if Seller is unable or

unwilling to resolve the adverse conditions to Buyer’s

satisfaction, and Buyer is unwilling to waive the

disapproval, then Buyer may, in its sole discretion, elect to

terminate Escrow. In the event of Buyer’s election to

terminate the Escrow in accordance with this Section 6.3.2,

Escrow Holder shall reimburse Buyer the Deposit as set

forth in Section 4.5.1 of this Agreement, and immediately

return all other documents, instruments and moneys to the

Party that deposited same net of Buyer’s costs.

6.3.3. Approval. In the event that Buyer delivers a Due Diligence

Notice prior to the expiration of the Due Diligence Period

approving the due diligence matters, Buyer and Seller shall

proceed to the Close of Escrow in accordance with the

terms of this Agreement.

6.3.4. Failure to Deliver Notice. Buyer’s failure to deliver the

Due Diligence Notice prior to the end of the Due Diligence

Period shall be deemed to be Buyer’s approval of all due

diligence matters and its election to proceed with the Close

of Escrow.

ARTICLE 7

SELLER’S INITIAL DELIVERIES

Seller shall deliver to Buyer within three (3) business days after the Escrow Opening

Date, copies of the following documents in Seller’s possession: current year property tax bills

and insurance bill; building plans; all equipment maintenance records; environmental reports, if

any in, all service contracts (e.g., landscaping, maintenance, parking lot sweeping, etc.) that shall

survive the Close of Escrow; and all equipment warranties that shall survive the Close of

Escrow. Any other documents required by Buyer shall be obtained by Buyer at its sole cost and

expense.

ARTICLE 8

CONDITIONS PRECEDENT

The following shall be the conditions precedent to the Parties’ obligations to consummate

the purchase and sale transaction contemplated herein:

8.1. Conditions to Buyer’s Obligations. Buyer’s obligations hereunder, including, but

not limited to, its obligation to consummate the transaction provided for herein, are subject to the

satisfaction of each of the following conditions, each of which is for the sole benefit of Buyer

and may be waived by Buyer in writing on or before the Closing Date:

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8.1.1. Owner’s Policy. The Title Company shall stand ready to

issue, on the Closing Date, a CLTA Owner’s Title

Insurance Policy, or, provided Buyer timely provides the

ALTA Survey to the Title Company, an ALTA Owner’s

Title Insurance Policy; in a form reasonably satisfactory to

Buyer (the “Owner’s Policy”) with liability equal to the

Purchase Price, showing title vested in Buyer, subject only

to the Permitted Exceptions.

8.1.2. Close of Escrow for Adjoining Property. Buyer shall have

executed an agreement to purchase the parcel of real

property located at 750 Mitchell Road, Newbury Park,

California, identified by APN 667-0-060-605, and Buyer’s

acquisition of said property shall successfully consummate

with a closing date within twenty-four (24) hours of the

Closing Date contemplated herein.

8.1.3. Due Performance. Seller shall have duly performed each

and every material undertaking and agreement to be

performed by it hereunder.

8.1.4. Damage, Destruction, Condemnation. This Agreement

shall not have been terminated by Buyer as a result of any

damage, destruction or condemnation of the Property as

described in Section 23 hereof (and except as otherwise

therein disclosed).

8.1.5. Seller’s Deliveries. Seller shall have delivered to Escrow

the items described in Section 10 hereof.

8.1.6. Occupancy. The Property shall be delivered to Buyer, at

the Close of Escrow, free of any occupancies, leases, and

tenancies.

8.1.7. Seller’s Warranties. Seller’s representations and warranties

herein shall be true and correct in all material respects as of

the Closing Date.

8.1.8. Waiver of Conditions. Buyer may at any time or times on

or before the Close of Escrow, at its election, waive any of

the foregoing conditions to its obligations hereunder and

consummate the sale, but any such waiver shall be effective

only if contained in a writing signed by Buyer and

delivered to Seller.

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8.2. Conditions to Seller’s Obligations. Seller’s obligation to close the purchase and

sale of the Property provided for herein is subject to the satisfaction of the following conditions,

which are for the sole benefit of Seller and may be waived by Seller in writing:

8.2.1. Buyer’s Deliveries. Buyer shall have delivered to Escrow

Holder the Deposit and the items required to be delivered

by Buyer pursuant to Section 11 hereof.

8.2.2. Investor and Lender Approval. Seller shall have fifteen

(15) days from the date of this Agreement to receive both

investor and lender approval of this transaction.

8.2.3. Due Performance. Buyer shall have duly performed each

and every material undertaking and agreement to be

performed by it hereunder.

8.2.4. Owner’s Policy. The Title Company shall stand ready to

issue, on the Closing Date, the Owner’s Policy with

liability equal to the Purchase Price, showing title vested in

Buyer, subject only to the Permitted Exceptions.

8.2.5. Buyer’s Warranties. Buyer’s representations and

warranties herein shall be true and correct in all material

respects as of the Closing Date.

8.2.6. Waiver. Seller may waive in writing any or all of such

conditions in its sole and absolute discretion.

ARTICLE 9

COVENANTS OF SELLER

Seller hereby covenants with Buyer, as follows:

9.1. Contracts. After the date of this Agreement and prior to the Close of Escrow, no

part of the Property, or any interest therein, will be sold or otherwise transferred or further

encumbered beyond what is now of record without Buyer’s consent which shall not be

unreasonably withheld. Seller shall not, without the prior written approval of Buyer (which

approval shall not be unreasonably withheld or delayed), (i) make any material alterations to the

Property or (ii) enter into or amend any service, maintenance or other contracts relating to the

Property (the “Contracts”). Seller shall terminate as of the Close of Escrow such Contracts as

Buyer requests in writing during the Due Diligence Period provided that such termination can be

effected with no out-of-pocket costs to Seller, and any remaining Contracts shall be assigned to

Buyer (to the extent assignable) as of the Close of Escrow.

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9.2. Operation and Maintenance. Until the Close of Escrow, Seller will operate and

maintain the Property in the manner in which it is being operated and maintained on the date of

this Agreement, subject to normal wear and tear.

9.3. Seller’s Obligations. Seller shall perform and discharge promptly when due all of

its covenants and obligations under the Contracts and other agreements binding on Seller with

respect to the Property which are due prior to the Close of Escrow.

9.4. Removal of Tenant. Provided that Buyer has not elected to terminate the Escrow

pursuant to Sections 5.3.3(ii) or 6.3.2(c), hereof, then within five (5) days following the

expiration of the Due Diligence Period, Seller shall provide Tenant with notice to vacate the

Property and Seller shall thereafter, at Seller’s sole cost and expense, diligently pursue all legal

means to effect the removal of the Tenant from the Property prior to the Closing Date and

Seller’s failure to effect the removal of Tenant from the Property prior to the Closing Date, as

extended, shall not be deemed a breach hereunder by Seller so long as Seller is diligently

pursuing all legal means in connection therewith. Provided Seller is diligently pursuing all legal

means to effect the removal of the Tenant from the Property, the Closing Date shall be extended

as necessary to allow for that effort up to December 1, 2015..

ARTICLE 10

SELLER’S CLOSING DELIVERIES

Not less than three (3) business days prior to the Closing Date, Seller shall deliver or

cause to be delivered to Escrow Holder the following items, in form and substance satisfactory to

Buyer:

10.1. One (1) fully-executed and acknowledged Grant Deed conveying the Property,

subject only to the Permitted Exceptions;

10.2. Two (2) Assignment and Assumption of Contracts in the form attached hereto as

Exhibit “B” (the “Contract Assignment”), in favor of Buyer, as assignee, duly executed in

counterpart by Seller, conveying the property and any Contracts which Buyer shall have

requested pursuant to Section 9.1, above;

10.3. A Certificate of Non-Foreign Status duly executed by Seller certifying that Seller

is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code

of 1986, together with California Form 597W Real Estate Withholding Exemption Certificate,

duly executed by Seller;

10.4. Originals (or copies certified by Seller as true and correct) of all executed

Contracts which are assigned to Buyer; and

10.5. Such other documents as may otherwise be necessary or reasonably required by

Escrow Holder to effect the sale, conveyance and delivery of the Property to Buyer.

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ARTICLE 11

BUYER’S CLOSING DELIVERIES

On or before the Closing Date, Buyer shall deliver to Escrow Holder (or Seller as

otherwise hereinafter provided) the following items:

11.1. The balance of the Purchase Price, together with such other sums as Escrow

Holder shall require to pay Buyer’s share of the closing costs and prorations in accordance with

this Agreement;

11.2. Two (2) Contract Assignments duly executed in counterpart by Buyer; and

11.3. Any other documents, instruments, funds or agreements necessary to consummate

the transactions contemplated herein reasonably requested by Seller or Escrow Holder.

ARTICLE 12

CLOSE OF ESCROW

Provided that Escrow Holder shall not have received written notice in a timely manner

from Buyer or Seller of the failure of any condition to the Close of Escrow or of the termination

of the Escrow, and if and when Buyer and Seller have deposited into Escrow the matters required

by this Agreement and Title Company can and will issue the Owner’s Policy concurrently with

the Close of Escrow, Escrow Holder shall:

12.1. Deliver to Buyer: (i) the Grant Deed by causing it to be recorded in the Official

Records of the Ventura County, California and immediately upon recording delivering to Buyer

a conformed copy of the Grant Deed; (ii) the Certificate of Non-Foreign Status and California

Form 597; (iii) the Contract Assignment; (iv) any funds deposited by Buyer, and any interest

earned thereon, in excess of the amount required to be paid by Buyer hereunder; (v) the Owner’s

Policy; and (vi) the original executed Contracts, unless Buyer and Seller have made

arrangements for delivery thereof outside of Escrow.

12.2. Deliver to Seller: (i) the balance of the Purchase Price, after satisfying the closing

costs, prorations and adjustments to be paid by Seller pursuant to this Agreement; and (ii) the

Contract Assignment.

ARTICLE 13

CLOSING COSTS

Buyer shall pay (i) one-half of Escrow Holder’s Escrow fee, (ii) Escrow Holder’s

customary charges to buyers for document drafting, recording and miscellaneous charges,

(iii) the portion of the title insurance premium for an ALTA Owner’s Policy in excess of the

amounts payable by Seller as provided below together with any charges for title endorsements

requested by Buyer, (iv) the cost of the updated ALTA Survey, if any. Seller shall pay (i) one-

half of Escrow Holder’s Escrow fee, (ii) Escrow Holder’s customary charges to sellers for

document drafting, recording and miscellaneous charges, (iii) all documentary transfer stamps

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and taxes, and all sales and use taxes, and (iv) the portion of the title insurance premium for the

Owner’s Policy equal to the premium that would be payable for a CLTA Owner’s Policy of title

insurance. The foregoing provisions of this Section notwithstanding, should this Agreement be

terminated, Buyer and Seller shall each pay one-half of the cost of the Escrow cancellation fees

and other amounts due Escrow Holder; provided, however, that should this Escrow be terminated

as a result of the material default by one of the Parties hereto, the defaulting Party shall pay the

entire amount of the cancellation fees and other amounts due Escrow Holder and the non-

defaulting Party shall have no liability therefor. Except as otherwise provided in Section 28.1

hereof, Buyer and Seller shall each pay their own attorneys’ fees in connection with the

preparation and negotiation of this Agreement and the consummation of the transactions

contemplated hereby.

ARTICLE 14

TERMINATION

If any condition to Buyer’s obligations hereunder, as provided for in Section 8.1 hereof,

is not satisfied or waived and provided Buyer is not in material default hereunder, Buyer may

elect to terminate Escrow by written notice to Seller and Escrow Holder. If any condition to

Seller’s obligations hereunder, as provided for in Section 8.2 hereof, is not satisfied or waived

and provided Seller is not in material default hereunder, Seller may elect to terminate Escrow by

written notice to Buyer and Escrow Holder. Upon receipt of any such notice, Escrow Holder

shall promptly pay the amount of the Deposit plus the accrued interest thereon, if any, while in

Escrow, to Buyer or Seller as set forth in Section 4.4, hereof, and Buyer and Seller shall pay the

cost of the Escrow cancellation fees and other amounts due Escrow Holder as set forth in Section

13 above.

ARTICLE 15

PRORATIONS

15.1. Prorated Items. As of the Close of Escrow, Escrow Holder shall prorate the

following items on the basis of the actual number of days of the month which have elapsed as of

the Closing Date and based upon a three hundred sixty-five (365)-day year:

15.1.1. Taxes and Assessments. All taxes and assessments

applicable to the Property shall be prorated, including,

without limitation, all property taxes and assessments and

any transient occupancy taxes. With respect to prorations

related to real property taxes and assessments, the basis for

said proration shall be the amount shown for real property

taxes and assessments in the first installment of the current

fiscal year. No adjustment shall be made for any change in

the real property taxes and assessments occurring by virtue

of the sale of the Property to Buyer.

15.1.2. Utility Charges. To the extent Seller is responsible for any

utility charges at or relating to the Property, Seller shall use

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commercially reasonable efforts to cause all such utility

billings to be closed and billed by the respective utility

companies as of the Close of Escrow in order that utility

charges may be separately billed for the period prior to the

Close of Escrow and the period after the Close of Escrow.

In the event any such utility charges are not separately

billed, the same shall be prorated. In connection with any

such proration, it shall be presumed that utility charges

were uniformly incurred during the billing period in which

the Close of Escrow occurs.

15.1.3. Operating Expenses. There shall be prorated as of the

Close of Escrow any operating expenses which were either

(i) prepaid by Seller for a period beyond the Close of

Escrow, or (ii) with respect to which payment is due after

the Close of Escrow, and the amount billed after the Close

of Escrow includes charges applicable to the period prior to

the Close of Escrow.

15.2. Statement of Prorations. At least five (5) business days prior to the Closing Date,

Seller shall deliver to Buyer a tentative statement of prorations setting forth a preliminary

determination of the foregoing prorations and supported by all detail necessary to make such

determination. Prior to the Close of Escrow, Buyer and Seller shall agree on the statement of

prorations showing the net proration credit to be received by either Seller or Buyer, as the case

may be. The approved statement of prorations shall be delivered to Escrow Holder duly

executed by both Buyer and Seller. Based on the statement of prorations, Escrow Holder shall

make the appropriate adjustments in funds paid or received by the Parties at Close of Escrow.

Escrow Holder shall be entitled to rely exclusively on the statement of prorations as to all

prorations provided for therein, and Escrow Holder shall have no liability for any error or

miscalculation contained in the statement of prorations.

15.3. Proration Adjustments. The amount of such prorations shall be initially

performed by Escrow Holder pursuant to the statement of prorations but shall also be subject to

adjustment in cash after the Close of Escrow outside of escrow as and when complete and

accurate information becomes available, if such information is not available on the Closing Date.

Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later

than ninety (90) days after the Close of Escrow.

ARTICLE 16

ASSUMPTION OF LIABILITIES BY BUYER

Effective as of the Close of Escrow, Buyer hereby assumes all obligations and liabilities

of Seller under any Contracts specifically assigned to Buyer pursuant to Section 9.1 hereof,

except all obligations and liabilities with respect thereto (“Pre-Closing Obligations”) which

arose prior to the Close of Escrow (which obligations and liabilities are to be discharged by

Seller); provided, however, that, if Buyer shall have received proration credit in accordance with

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Section 15 hereof with respect to any Pre-Closing Obligations, Buyer shall be responsible for

discharging the same to the extent of the proration credit received.

ARTICLE 17

REPRESENTATIONS AND WARRANTIES

17.1. In General. There are no representations, agreements, arrangements or

circumstances, oral or written, between the Parties relating to the subject matter contained in this

Agreement that are not fully expressed in this Agreement and neither Seller nor Buyer has made

or does make any representation or warranty concerning any matter or thing affecting or relating

to the Property not expressed in this Agreement.

17.2. Representations and Warranties of Seller. Seller hereby makes the following

representations and warranties, regardless of what investigations Buyer shall have made with

respect thereto prior to the Close of Escrow, which representations are true in all respects as of

the date hereof:

17.2.1. Title. Seller owns the Property in fee simple.

17.2.2. Free of Liens. The Property, as of the Closing Date, shall

be free of liens, encumbrances, claims, charges and

occupancies, except for those classified as Permitted

Exceptions under this Agreement.

17.2.3. Due Authorization. Seller has the requisite right, power,

legal capacity and authority to enter into and fully perform

each and all of its obligations under this Agreement. The

individuals executing this Agreement on behalf of Seller

have the requisite right, power, legal capacity and authority

to execute and enter into this Agreement on behalf of

Seller, to legally bind Seller to the terms and provisions of

this Agreement and to execute all other documents and take

all other actions as may reasonably be necessary to perform

each and all of Seller’s obligations under this Agreement.

Seller has provided or will, prior to Close of Escrow,

provide Buyer with a certified copy of Seller’s duly filed

Statement of Information, together with a certificate of

status certified by the California Secretary of State.

17.2.4. Eminent Domain. Except as set forth in Section 23, to the

Seller’s Knowledge, there is no existing, and to Seller’s

Knowledge, proposed or contemplated eminent domain

proceedings that would affect the Property in any way

whatsoever.

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17.2.5. Litigation. Except as disclosed in writing by Seller to

Buyer during the Due Diligence Period, there is no

litigation or administrative proceeding pending or, to the

Seller’s Knowledge, threatened, which does or will affect

or involve the Property.

17.2.6. Violation of Agreements. Neither this Agreement nor

anything provided to be done hereunder, including, but not

limited to, the transfer, assignment and sale of the Property,

violates or shall violate any contract, agreement or

instrument to which Seller is a party or which, to Seller’s

Knowledge, affects the Property or any part thereof.

17.2.7. Binding Effect. This Agreement constitutes the legal, valid

and binding obligation of Seller enforceable against Seller

in accordance with its terms, except to the extent that such

enforcement may be limited by applicable bankruptcy,

insolvency, moratorium and other principles relating to or

limiting the rights of contracting parties generally.

17.2.8. No Consent. Except as in section 8.2.2, no other consent

from any third party is required before any of the Property

may be conveyed to Buyer or, if any such consents are

required, Seller will obtain the same prior to the Close of

Escrow.

17.2.9. Hazardous Substances. To Seller’s Knowledge, Seller has

disclosed to Buyer all material information in Seller’s

possession about the existence of any hazardous substances

in, at, on, under or about the Property; provided, however,

that Seller makes no representations with respect to

environmental or other conditions of the Property or the

existence of any hazardous substances. If Buyer purchases

the Property, Buyer shall take the Property “as is”. Seller

assigns to Buyer, effective upon the Close of Escrow, all

claims, counterclaims, defenses or actions, whether at

common law or pursuant to any other applicable federal or

state or other laws which Seller may have against third

parties relating to the existence of any hazardous substance

in, at, on, under or about the Property.

17.2.10. Defects. To Seller’s Knowledge, prior to Close of escrow,

Seller will have disclosed to Buyer all material information

in Seller’s possession about the existence of any known

latent or patent defects in or at the Property.

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17.2.11. Contract Default. To Seller’s Knowledge, Seller is not in

default under, and Seller has received no notice that any

event has occured which with the giving of notice or the

passage of time, or both, would constitute Seller’s material

default under any contract, transaction, agreement,

covenant, condition, restriction, lease, easement,

encumbrance or instrument pertaining to the Property.

17.2.12. Full Disclosure. To Seller’s Knowledge, Seller has made

no oral or written commitments or representations to, or

understandings or agreements with, any person, firm or

entity, any adjoining property owner, which are not of

record or otherwise disclosed to Buyer, or any authority

which would in any way be binding on Buyer and Seller

shall not make or enter into any such commitments,

representations, understandings or agreements without

Buyer’s written consent.

17.2.13. Bankruptcy. Seller is not bankrupt or insolvent under any

applicable federal or state statutes, nor has Seller filed for

protection or relief under any applicable bankruptcy or

creditor protection statute or has been threatened by

creditors with an involuntary application of any applicable

bankruptcy or creditor protection statute. Seller is not

entering into the transactions described in this Agreement

with an intent to defraud any creditor or to prefer the rights

of one creditor over any other.

17.2.14. Tax Consequences. Seller acknowledges that Buyer has

made no representations with respect to the tax

consequences of the transactions contemplated by this

Agreement and has sought or will seek its own tax counsel.

17.2.15. Seller’s Knowledge. The term “Seller’s Knowledge”, and

any other words of similar import, as used in this

Agreement with reference to Seller means the present

actual knowledge of Kevin Burnes at the time of the

disclosure or representation, with no duty to inquire or

investigate and expressly excluding constructive or imputed

knowledge of any kind or from any source. Mr. Burnes is

referred to herein merely to define the “Knowledge” of

Seller. Accordingly, Mr. Burnes shall incur no personal

liability whatsoever in connection with the foregoing

representations and warranties or any other obligation of

Seller hereunder, and Buyer shall not name such individual

personally in any action or complaint brought in connection

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with this Agreement or the Property, provided that this

limitation on personal liability shall not apply to any fraud

or willful deceit by Mr. Burnes.

17.3. Representations and Warranties of Buyer. Buyer hereby makes the following

representations and warranties, which representations are true in all respects as of the date hereof

and shall be true in all respects on the Close of Escrow:

17.3.1. Duly Organized. Buyer is a political subdivision of the

State of California duly organized and existing under the

laws of the State of California.

17.3.2. Due Authorization. Buyer has the requisite right, power,

legal capacity and authority to enter into and fully perform

each and all of its obligations under this Agreement. The

individuals executing this Agreement on behalf of Buyer

have the requisite right, power, legal capacity and authority

to execute and enter into this Agreement on behalf of

Buyer, to legally bind Buyer to the terms and provisions of

this Agreement and to execute all other documents and take

all other actions as may reasonably be necessary to perform

each and all of Buyer’s obligations under this Agreement.

17.3.3. Violation of Agreements. Neither this Agreement nor

anything provided to be done hereunder, including, but not

limited to, the transfer, assignment and sale of the Property,

violates or shall violate any contract, agreement or

instrument to which Buyer is a party or which affects the

Property or any part thereof.

17.3.4. Litigation. There is no court litigation or administrative

proceeding pending or, to the best knowledge of Buyer,

threatened, that could have a material and adverse effect on

Buyer’s purchase, ownership, or intended use of the

Property.

17.4. Continuing Disclosure; Survival of Representations. If Seller or Buyer learns or

is informed on or after the Escrow Opening Date but prior to the Closing Date that any fact or

situation within the scope of the representations and warranties set forth in Sections 17.2 and

17.3 exists or has occurred, it shall inform the other Party of such fact or occurrence within three

(3) days of acquiring such information, provided that if Seller obtains such knowledge within

three (3) days prior to the Closing Date, the Close of Escrow shall be deferred three (3) days

(unless the Parties agree otherwise in writing). The express representations and warranties made

in this Agreement are made as of the date of this Agreement and as of the Closing Date and shall

survive the Close of Escrow and the recordation of the Grant Deed for a period of three (3) years

and shall not merge into any instrument or conveyance delivered at the Close of Escrow.

6697-103507\1249581.2

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17.5. As-Is Conveyance. Buyer is relying upon its own inspection, investigation, and

analysis during the Due Diligence Period in entering this Agreement and is not relying in any

way upon any representations, statements, agreements, studies, reports, or other information or

material provided by Seller or its representatives regarding any such matters, except to the extent

expressly set forth in this Agreement. In addition, the Parties agree and understand that except as

expressly set forth in this Agreement, Seller is not making and has not made any warranties or

representations of any kind or character, express or implied, with respect to the Property,

including, without limitation, any representations and warranties pertaining to habitability or

fitness for a particular purpose. Except as expressly set forth in this Agreement, Buyer will

acquire the Property, if at all, “AS IS,” in its present state and condition, without

representation by Seller or its representatives as to any matter.

ARTICLE 18

FURTHER ASSURANCES

Seller will, whenever and as often as it shall be requested so to do by Buyer, and Buyer

will, whenever and as often as it shall be requested so to do by Seller, execute, acknowledge and

deliver, or cause to be executed, acknowledged or delivered, any and all such further

conveyances, assignments, confirmations, satisfactions, releases, instruments of further

assurance, approvals, consents, and any and all such further instruments and documents as may

be reasonably necessary, expedient or proper, provided such does not impose any out-of-pocket

cost on Seller, in order to complete any and all conveyances, transfers, sales and assignments

herein provided, and to do any and all other acts and to execute, acknowledge and deliver any

and all documents, provided such does not impose any out-of-pocket costs on Seller, as so

reasonably requested in order to carry out the intent and purpose of this Agreement.

ARTICLE 19

POSSESSION

Possession of the Property shall be delivered to Buyer upon Close of Escrow free of any

leases, tenancies or occupancies.

ARTICLE 20

INDEMNIFICATION

20.1. Indemnity by Seller. Seller shall indemnify, defend and hold Buyer, its partners,

directors, officers, employees and agents, harmless from all direct but not consequential loss,

expense (including reasonable attorneys’ fees), damage and liability resulting from (i) claims of

mechanics and materialmen based on work performed on or contracted for the Property prior to

the Closing Date (except for work performed by Buyer or contracted for by Buyer); (ii) claims

for personal injury, wrongful death, property damage or other tort claims against the Property or

Buyer based on events occurring and/or causes of action arising prior to the Close of Escrow

(except claims resulting solely from Buyer’s or Buyer’s agents’ and representatives’ acts); and,

(iii) claims arising from the breach by Seller of any representations and warranties made by

6697-103507\1249581.2

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Seller in Section 17.2 hereof. Seller’s indemnification obligations arising out of the breach of

any of Seller’s representations or warranties shall survive the Close of Escrow.

20.2. Indemnity by Buyer. In addition to Buyer’s indemnity, defense and hold harmless

obligations set forth elsewhere in this Agreement, Buyer shall indemnify, defend and hold Seller,

its partners, officers, directors, employees and agents harmless from all direct but not

consequential loss, expense (including reasonable attorneys’ fees), damage and liability resulting

from (i) claims of mechanics and materialmen based on work performed on or contracted for the

Property by Buyer, (ii) claims for personal injury, wrongful death, property damage or other tort

claims against Seller based solely on events occurring and/or causes of action arising subsequent

to the Close of Escrow (except claims resulting solely from Seller’s acts), (iii) claims arising

from the breach by Buyer of any post-closing obligations of Buyer and/or of the representations

and warranties made by Buyer in Section 17.3 hereof, and (iv) any claims by Seller’s tenants for

relocation assistance pursuant to California Government Code sections 7260, et seq. Buyer’s

indemnification obligations arising out of the breach of any of Buyer’s representations or

warranties shall survive the Close of Escrow.

ARTICLE 21

NOTIFICATION

During the period before the Closing Date, either Party shall advise the other as soon as

reasonably possible or practical in writing of any material adverse change in the condition of the

Property that comes to its attention, the discovery of any fact or event which would render any

representation or warranty of such Party in this Agreement untrue or materially misleading, and

the receipt of any written notice or other communication from any third person alleging that the

consent of such third person is or may be required in connection with the transactions

contemplated by this Agreement.

ARTICLE 22

NO ENCUMBRANCE

Neither Party shall, directly or indirectly, alienate, encumber, transfer, option, lease,

assign, sell or convey its interest or any portion of such interest in the Property or any portion

thereof prior to the Closing Date without the prior written consent of the other Party which shall

not be unreasonably withheld. Each Party shall timely discharge, before the Close of Escrow,

any and all obligations relating to work performed on or conducted at or materials delivered to

the Property from time to time by such Party, or at such Party’s direction or on its behalf, in

order to prevent the filing of any claim or mechanic’s lien with respect to such work or materials.

ARTICLE 23

DAMAGE, DESTRUCTION, OR CONDEMNATION

If prior to the Close of Escrow, there occurs any destruction of or damage or loss to the

Property or any portion thereof from any cause whatsoever, including, but not limited to, any

fire, flood, accident, release or other casualty which, according to Buyer’s good faith estimate

(the “Estimate”), would cost more than Fifty Thousand Dollars ($50,000.00) to repair or

6697-103507\1249581.2

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remediate, or any condemnation proceedings are commenced or threatened by an entity other

than Buyer in which the award would be Fifty Thousand Dollars ($50,000.00) or more, then

Buyer shall have the right, exercisable by delivering written notice to Seller and Escrow Holder

within ten (10) days after the determination of the amount of such cost or award, to either

(i) terminate this Agreement, in which case neither Party shall have any further rights or

obligations hereunder, and the Deposit and all interest accrued thereon shall be paid by Escrow

Holder as set forth in Section 4.4, hereof and all documents deposited in Escrow shall be

returned to the Party depositing the same, or (ii) accept the Property in its then condition and

proceed with the Close of Escrow in accordance with this Agreement, in which case Seller shall

assign to Buyer the right to any and all insurance proceeds or condemnation awards from any

entity other than Buyer recoverable as a result of such event. Buyer’s failure to deliver such

notice within the time period specified shall be deemed to constitute Buyer’s election to

terminate this Agreement. In the event the Estimate of the cost of repair, remediation or

condemnation award is less than Fifty Thousand Dollars ($50,000.00), then Buyer shall not have

the option to terminate this Agreement, and the Parties shall proceed to the Close of Escrow on

the terms described in clause (ii) above.

ARTICLE 24

SELLER DEFAULT

In the event Seller defaults in its obligations under this Agreement, Buyer’s sole recourse

shall be the return of the Deposit, plus accrued interest, together with a suit for monetary

damages to recover Buyer’s actual out-of-pocket costs and/or an action for specific performance.

In no event shall Seller be liable for any consequential damages.

ARTICLE 25

BUYER DEFAULT; LIQUIDATED DAMAGES

Prior to entering this Agreement, the Parties contemplated the fact that Seller would

suffer substantial damages in the event that Buyer defaults on its obligations under this

Agreement to purchase the Property. With the fluctuation in land values, the unpredictable state

of the economy and governmental regulations, the fluctuating money market for real estate loans

of various types, and other factors which directly affect the value and marketability of the

Property, the Parties realize that it would be extremely difficult and impracticable to ascertain the

amount of damages that Seller would suffer if Buyer defaults in its obligation to purchase the

Property. In the event that all of the conditions to Buyer’s obligations contained in this

Agreement have been satisfied or waived and Seller is not otherwise in material default under

this Agreement, if Buyer fails to perform its obligation under this Agreement to purchase the

Property, Seller shall, as its sole remedy, be entitled to the sum of Fifty Thousand Dollars

($50,000.00) as liquidated damages to be paid from the Deposit held by the Escrow Holder in

accordance with Section 4.5.2 hereof and as supplemented by the Buyer due to Escrow Holder’s

release of any 750 Mitchell Delay Fee.

Initials:

Seller Buyer

6697-103507\1249581.2

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ARTICLE 26

BROKER

At Close of Escrow, Seller and Buyer shall each pay a real estate broker’s commission

determined pursuant to separate written agreements between the parties and their respective real

estate brokers. The Parties further agree that no broker shall be a party to or third party

beneficiary of this Agreement or the Escrow and that no consent of any broker shall be necessary

for any agreement, amendment or document with respect to the transactions contemplated by this

Agreement.

ARTICLE 27

NOTICES

Any notice, request, demand, instruction or other document (each of which is herein

called a “Notice”) to be given hereunder to any Party shall be in writing and shall be delivered to

the person at the appropriate address set forth below by personal service (including express or

courier service), by electronic communication, whether by e-mail, facsimile, telex, telegram or

telecopy (if confirmed in writing) or by registered or certified mail, postage prepaid, return

receipt requested, as follows:

If to Buyer, to: Conejo Valley Unified School District

1400 East Janss Road

Thousand Oaks, CA 91362-2198

Attention: Dr. Jeffrey L. Baarstad

Telephone: (805) 497-9511

Fax: (805) 497-2581

Email: jbaarstad@conejousd.org

With copy to:

Myers, Widders, Gibson, Jones & Feingold, L.L.P.

5425 Everglades Street

Ventura, CA 93003

Attention: Monte L. Widders, Esq.

Telephone: (805) 644-7188

Fax: (805)644-7390

Email: mwidders@mwgjlaw.com

If to Seller, to: SIMA Rancho Conejo, L.L.C.

SIMA Corporation

1231-B State Street

6697-103507\1249581.2

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Santa Barbara, CA 93101

Attention: Kevin J. Burnes, President

Telephone: (805) 965-1616, ext. 212

Fax: (805) 965-6368

Email: kevin.burnes@sima.net

With copy to:

Jackson, DeMarco, Tidus, Peckenpaugh

2815 Townsgate Road, Suite 200

Westlake Village, CA 91361

Attention: Mark G. Sellers, Esq.

Telephone: (805) 418-1914

Fax: (805) 230-0087

Email: msellers@jdtplaw.com

If to Title Company: Chicago Title Insurance Company

500 E. Esplanade Drive, Suite 102

Oxnard, CA 93036

Attention: Denise Hume

Escrow Number:

Telephone: (805) 656-1300

Fax: (805) 639-0682

Email: HumeD@ctt.com

If to Escrow Holder: Chicago Title Insurance Company

500 E. Esplanade Drive, Suite 102

Oxnard, CA 93036

Attention: Linda Hamilton

Escrow Number:

Telephone: (805) 656-1300

Fax: (805) 639-0682

Email: Linda.Hamilton@ctt.com

A copy of any Notice given by Buyer or Seller to the other prior to the Close of Escrow shall

also be given to Escrow Holder as above provided. Notices so submitted shall be deemed to

have been given (i) on the date personally served, if by personal service, (ii) on the date of

confirmed dispatch, if by electronic communication, or (iii) forty-eight (48) hours after the

deposit of same in any United States Post Office mailbox in the state to which the Notice is

addressed, or seventy-two (72) hours after deposit in any such post office box other than in the

state to which the notice is addressed, postage prepaid, addressed as set forth above. The

addresses and addressees, for the purpose of this Section, may be changed by giving written

notice of such change in the manner herein provided for giving notice. Unless and until such

written notice of change is received, the last address and addressee stated by written Notice, or

provided herein if no such written Notice of change has been received, shall be deemed to

continue in effect for all purposes hereunder.

6697-103507\1249581.2

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ARTICLE 28

MISCELLANEOUS PROVISIONS

28.1. Attorneys’ Fees. If legal action is commenced to enforce or to declare the effect

of any provisions of this Agreement, the court as part of its judgment shall award reasonable

attorneys’ fees and costs to the prevailing Party. In addition to the foregoing award of attorneys’

fees to the prevailing Party, the prevailing Party in any lawsuit on this Agreement shall be

entitled to its reasonable attorneys’ fees incurred in any post-judgment proceedings to collect or

enforce the judgment. This attorneys’ fees provision is separate and several and shall survive the

merger of this Agreement into any judgment.

28.2. No Waiver. The waiver by one Party of the performance of any covenant,

condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by

such Party of any other covenant, condition or promise hereunder. The waiver by either or both

Parties of the time for performing any act shall not constitute a waiver of the time for performing

any other act or identical act required to be performed at a later time. The exercise of any

remedy provided by law and the provisions of this Agreement for any remedy shall not exclude

other consistent remedies unless they are expressly excluded.

28.3. Construction. As used in this Agreement, the masculine, feminine or neuter

gender and the singular or plural numbers shall each be deemed to include the other whenever

the context indicates. This Agreement shall be construed as a whole and in accordance with its

fair meaning, the captions being for convenience only and not intended to fully describe or

define the provisions in the portions of the Agreement to which they pertain. Each Party hereto,

and counsel for each Party hereto, has reviewed and revised this Agreement, and the normal rule

of construction to the effect that any ambiguities are to be resolved against the drafting Party

shall not be employed in the interpretation or construction of this Agreement. If any portion of

this Agreement is determined to be invalid, such determination shall not affect the validity of the

balance of this Agreement, which shall remain in full force and effect.

28.4. Merger. It is agreed that all understandings and agreements heretofore had

between the Parties respecting this transaction, including, without limitation, any offers,

counteroffers or letters of intent, are merged in this Agreement, which fully and completely

expresses the agreement of the Parties. There are no representations, warranties or agreements

except as specifically and expressly set forth herein and in the exhibits annexed hereto.

28.5. Amendments. No change in or addition to this Agreement or any part hereof shall

be valid unless in writing and signed by or on behalf of the Party charged therewith.

28.6. Counterparts. This Agreement may be executed in any number of counterparts.

Each such counterpart hereof shall be deemed to be an original instrument but all such

counterparts together shall constitute but one agreement.

28.7. Computation of Periods. All periods of time referred to in this Agreement shall

include all Saturdays, Sundays and state or national holidays, unless the period of time specifies

6697-103507\1249581.2

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business days; provided that if the date or last date to perform any act or give any notice with

respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act

or notice may be timely performed or given on the next succeeding day which is not a Saturday,

Sunday or state or national holiday.

28.8. Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the successors and assigns of Seller and Buyer.

28.9. Assignment by Buyer. Buyer shall not assign this Agreement or any of its rights,

duties or obligations hereunder without the prior written consent of Seller.

28.10. Assignment by Seller. Seller shall not assign this Agreement or any of its rights,

duties or obligations hereunder without the prior written consent of Buyer.

28.11. Exhibits. All exhibits attached to this Agreement are incorporated herein by this

reference.

28.12. Headings. The Section headings herein are used for the purpose of convenience

only and shall not be deemed to limit the subject of the Sections or paragraphs of this Agreement

or to be considered in their construction. Unless otherwise specifically referring to another

instrument or document, references to “Sections” refer to the Sections of this Agreement.

28.13. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of California.

28.14. Time of the Essence. Time is of the essence of each and every provision of this

Agreement.

28.15. Severability If any provision of this Agreement shall become illegal, null or void

or against public policy for any reason or shall be held by any court of competent jurisdiction to

be illegal, null or void or against public policy, the remaining provisions of this Agreement shall

not be affected thereby and shall remain in full force and effect to the full extent permissible by

law.

28.16. Gender and Number In this Agreement, the masculine, feminine and neuter

genders and the singular and plural include one another, unless the context requires otherwise.

28.17. Relationship of the Parties The Parties agree that their relationship is that of seller

and buyer, respectively, and that nothing contained herein shall make either Party the fiduciary

of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form

of business organization between the Parties, including, without limitation, a joint venture or

partnership, nor is either Party granted any right or authority to assume or create any obligation

or responsibility on behalf of the other Party, nor shall either Party be in any way liable for any

debt of the other.

6697-103507\1249581.2

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28.18. Release. Effective upon the Close of Escrow, Buyer shall and hereby does waive,

relinquish and release Seller, and its officers, directors, employees, agents, trustees, accountants,

parents, subsidiaries, attorneys, shareholders, successors and all other persons acting for, under

or in concert with the others, past and present, of and from any and all claims, demands, actions,

causes of action, obligations, damages, liabilities, losses, costs or expenses, including attorneys’

fees, of any kind or nature whatsoever, past or present arising from, related to or in connection

with the presence of any hazardous substances, including, but not limited to, pesticides and

herbicides on the Property. Buyer expressly understands and acknowledges that it is possible

that unknown losses or claims exist or that present losses may have been underestimated in

amount or severity, and Buyer explicitly took that into account in determining the consideration

for the execution of this Agreement and a portion of said consideration, having been bargained

for between the Parties with the knowledge of the possibility of such unknown losses or claims,

was given in exchange for a full accord, satisfaction and discharge of all such losses or claims.

Consequently, Buyer expressly waives all rights under California Civil Code §1542, which

provides that:

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.

Notwithstanding said Section 1542, the Parties agree that this Section 28.18 shall act as a release

of all future claims that may arise from the above-described facts, whether such claims are

currently known or unknown, foreseen or unforeseen, suspected or unsuspected, actual or

potential, absolute or contingent, pending or anticipated, including, without limitation, any claim

for damages as yet not incurred; and the Parties intentionally and specifically waive any rights

they may have under the provisions of said Section 1542, as well as under any other statutes or

common law principles of similar effect, and each assumes full responsibility for such injuries,

damages, losses or liabilities that any of them may hereafter incur with respect to such claims.

28.19. Independent Counsel. Each Party to this Agreement admits, acknowledges, and

represents that it has had the opportunity to consult with and be represented by independent

counsel, including, without limitation, tax counsel, of such Party’s choice in connection with the

negotiation, execution, and amendment of this Agreement. Each Party further admits,

acknowledges, and represents that it has not relied upon any representations or statement made

by any of the attorneys and representatives of the other Party with regard to the subject matter of

this Agreement.

6697-103507\1249581.2

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IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date

set forth above.

SELLER:

SIMA RANCHO CONEJO, L.L.C., a California

limited liability company

By:

Kevin Burnes, Manager

BUYER:

CONEJO VALLEY UNIFIED SCHOOL

DISTRICT, a political subdivision of the State of

California

By:

Dr. Jeffrey L. Baarstad, Superintendent

6697-103507\1249581.2

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

APN: 667-0-060-605

PARCEL 1:

Parcel 1, as shown on the Parcel Map No. 4102 for McDonald Enterprises, Inc. being a portion

of Section 12, Township 1 North, Range 20 West, J. Edwards Tract No. 1, Rancho El Conejo as

filed in the Office of Ventura County Recorder on December 5, 1985 in Book 42 of Parcel Maps

at Page 53.

Except all oil, gas and hydrocarbon substances in, under and upon said land without the right to

drill, dig or mine through the surface of the land thereof, and without the right to enter or

encroach upon any portion of said land lying within 500 feet of the surface.

[NEED TO VERIFY LEGAL AS INCLUDED TO OTHER PARCELS]

6697-103507\1249581.2

EXHIBIT “B”

ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND PROPERTY

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND PROPERTY (this

“Assignment”) is made as of April ____, 2015, by and between SIMA RANCHO, L.L.C., a

California limited liability company (“Assignor”), and CONEJO VALLEY UNIFIED SCHOOL

DISTRICT, a political subdivision of the State of California (“Assignee”), in connection with

and pursuant to that certain Agreement for Purchase and Sale of Real Property and Joint Escrow

Instructions (the “Purchase Agreement”), dated as of April ___, 2015, between Assignor, as

Seller, and Assignee, as Buyer. All capitalized terms not otherwise defined herein shall have the

definitions set forth in the Purchase Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of

which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby grants, sells, conveys, transfers and assigns unto

Assignee all of Assignor’s right, title and interest in, to and under the contracts (the

“Contracts”) described on Exhibit “A” attached hereto and incorporated herein by this reference

(the “Property”).

2. Description of Property. The Property assigned hereunder is assigned without

representation or warranty on behalf of Assignor and shall consist of, all right, title and interest

of Assignor, if any, in the following items relating to the Property:

a. warranties, guarantees and indemnities (including, without limitation,

those for workmanship, materials and performance) which may exist from,

by or against any contractor, subcontractor, manufacturer, laborer or

supplier of labor, materials or other services relating to the Property; and

b. any zoning, construction, use, occupancy and operating permits, and all

other permits, entitlements, approvals, licenses and certificates obtained in

connection with the Property.

3. Further Instruments. Assignor hereby covenants that it will, at any time and from

time to time upon written request therefore, execute and deliver to Assignee, and its successors

and assigns, any new or confirmatory instruments and take such further acts as Assignee may

reasonably request, and which acts or instruments do not impose any out-of-pocket cost on the

Assignor and which are to fully evidence the assignment contained herein and to enable

Assignee, and its successors and assigns, to fully realize and enjoy the rights and interests

assigned hereby.

4. Binding Effect. The provisions of this Assignment shall be binding upon, and

inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. 5. Counterparts. This Assignment may be executed in any number of counterparts,

each of which shall be deemed an original, but all of which when taken together shall constitute

6697-103507\1249581.2

one and the same instrument. The signature page of any counterpart may be detached therefrom

without impairing the legal effect of the signature(s) thereon, provided such signature page is

attached to any other counterpart identical thereto.

IN WITNESS WHEREOF, Assignor and Assignee have caused their duly authorized

representatives to execute this Assignment as of the date first above written.

ASSIGNEE:

CONEJO VALLEY UNIFIED SCHOOL

DISTRICT, a political subdivision of the

State of California

By:

Dr. Jeffrey L. Baarstad, Superintendent

ASSIGNOR:

SIMA Rancho Conejo, L.L.C., a California limited

liability company

By:

Kevin Burnes, Manager

6697-103507\1249581.2

EXHIBIT “B-1” TO

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

Description of Contracts

6697-103507\1249581.2

EXHIBIT C

GRANT DEED

RECORDING REQUESTED BY

AND WHEN RECORDED, MAIL TO:

Conejo Valley Unified School District

1400 East Janss Road

Thousand Oaks, California 91362-2198

Attention: Superintendent

MAIL TAX STATEMENTS TO:

Same as above

___________________________________________________________________________

Space Above for Recorder's Use Only

GRANT DEED

FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SIMA

RANCHO CONEJO, L.L.C., a California limited liability company, does hereby grant to

CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a political subdivision of the State of

California, the real property described on Exhibit “A” attached hereto and incorporated herein by

reference, together with all appurtenant improvements, rights, easements, tenements and estates.

Dated: ___________ __, 2015

SIMA RANCHO L.L.C., a California limited

liability company

By: _____________________________________

Kevin Burnes, Manager

6697-103507\1249581.2

EXHIBIT D

ACKNOWLEDGEMENT OF ESCROW HOLDER

Chicago Title Company hereby acknowledges that it has received a fully-executed

counterpart of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions (the

“Agreement”) and agrees to act as Escrow Holder under the Agreement and to be bound by and

perform the terms thereof as such terms apply to Escrow Holder.

CHICAGO TITLE COMPANY

By:_____________________________________

Linda Hamilton, Escrow Holder