1. Agreement for Sale of Property — Anaheim City Council, May 5, 2026

LM 4.27.26 (clean) to City Clerk 4.27.26 LM NO PDF 4.26.26 Purchase Agreement - 1354 S Anaheim-4145-6462-0136-v5

Page 1 ends

ASSESSOR PARCEL NO.: 082-461-39
SELLER: ATN ASSET HOLDING COMPANY, LLC
BUYER: CITY OF ANAHEIM

CITY OF ANAHEIM

AGREEMENT FOR SALE OF PROPERTY

AND JOINT ESCROW INSTRUCTIONS

THIS AGREEMENT FOR SALE OF PROPERTY AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) is dat ed for identification only as of [ May 5, 2026] (“Date of Agreement”), by and between ATN Asset Holding Company, LLC, a California limited liability company (hereinafter called “Seller”), and the City of Anaheim, a California municipal corporation and charter city (hereinafter called “Buyer”), for acquisition by Buyer of certain property as hereinafter set forth.

IT IS HEREBY MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1. AGREEMENT TO SELL AND PURCHASE. Seller agrees to sell, convey, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, upon the terms and for the consideration set forth in this Agreement, all of the following property (hereinafter collectively called “Property”):

A. Real Property . T hat certain real property together with Seller ’s right, title and interest, if any, in and to all improvements (“Improvements”), mineral interests, easements, rights of way, licenses, interests, rights and appurtenances pertaining to the real property, situated in the City of Anaheim, County of Orange, State of California, and legally described in Exhibit A attached hereto, and commonly known as 1354 S. Anaheim , Anaheim, California (the “Real Property”).

B. Personal Property. All fixtures and equipment attached to the Improvements and/or Real Property free and clear of any and all liens, liabilities, encumbrances, exceptions and claims, other than the Assumed Contracts (collectively, the “Personal Property”), provided however, that Personal Property shall specifically exclude all of Seller’s inventory.

C. Intangible Property. All warranties, guarantees and bonds from third parties along with all goodwill relating to the business of owning, operating, maintaining and managing the Real Property (collectively, the “Intangible Property”), provided however that Intangible Property shall specifically exclude all trade names, trademarks, service marks and logos , or any intellectual property used in conjunction with the ownership, operation and management of the Real Property, whether or not registered and nothing contained herein shall act as an assignment of Seller’s trade names, trademarks, service marks and logos, or any intellectual property from Seller to Buyer.

D. Assumed Contracts. All of the Contracts (as defined in Paragraph 5.A) which Buyer has expressly agreed to assume in writing upon the Closing pursuant to a written notice by Buyer delivered to Seller prior to the expiration of the Due Diligence Period (collectively, the “Assumed Contracts”). In the event Buyer fails to deliver to Seller Buyer’s written election to assume one or more of the Contracts pursuant to this Paragraph 1.D, such failure shall be deemed to constitute Buyer’s election not to assume any of the Contracts and upon such failure, Seller shall terminate all Contracts Buyer has not elected to assume effective no later than the Closing or, if Buyer shall

Page 2 ends

remain in possession through the Lease post -closing, effective no later than the expiration or earlier termination of the Lease.

E. Permits and Entitlements. All of Seller’s right, title and interest in, to and under the following in Seller ’s possession or control: (i) all permits, licenses, certificates of occupancy, approvals, authorizations and orders obtained from any governmental authority and relating to the Real Property or the business of owning, maintaining and/or managing the Real Property; (ii) all preliminary, proposed and final drawings, renderings, blueprints, plans and specifications (including “as-built” plans and specifications), and tenant im provement plans and specifications for the Improvements (including “as-built” tenant improvement plans and specifications; and (iii) all maps and surveys for any portion of the Real Property; (iv) all items constituting the Seller ’s Deliveries, and all changes, additions, substitutions and replacements for any of the foregoing, free and clear of any and all liens and claims (collectively the “Permits and Entitlements”).

Seller acknowledges and agrees that this Agreement is subject to approval by the City of Anaheim City Council, acting in its capacity as the legislative body of the City of Anaheim.

2. PURCHASE PRICE . The total purchase price shall be Nine Million Five Hundred Thousand Dollars ($9,500,000) (the “Purchase Price”). The Purchase Price shall be paid by Buyer and credited at the Closing as follows:

A. Buyer shall pay to Seller the sum of Three Million Three Hundred Eighty -Two Thousand Four Hundred Sixty -Eight Dollars ( $3,382,468) in cash, certified cashier’s check payable to the Escrow Agent, or by electronic transfer of federal funds through escrow;
B. A portion of the Purchase Price shall be paid by the full and final cancellation, and satisfaction of that certain Promissory Note dated January 23, 2026 by and between Buyer and Seller in the pr incipal amount of Three Million Six Hundred Seventeen Thousand Five Hundred Thirty-Two Dollars ($3,617,532) (“Loan 1”). At Closing, Buyer shall deliver to Escrow any original promissory notes marked "Paid in Full" and executed reconveyances, and UCC -3 releases for any and all associated security instruments;
C. A portion of the Purchase Price shall be paid by the full and final cancellation, and satisfaction of that certain Promissory Note dated February 20 , 2026 by and between Buyer and Seller in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (“Loan 2”) . At Closing, Buyer shall deliver to Escrow any original promissory notes marked "Paid in Full" and executed reconveyances, and UCC -3 releases for any and all associated security instruments.

3. LEASE. As a condition to closing, Seller, as tenant, and Purchaser, as landlord, shall execute and deliver a lease of the Property with a term of six (6) months, in substantially the form attached hereto as Exhibit D (the “Lease”).

4. TITLE REVIEW AND TITLE INSURANCE POLICY.

A. Delivery of Title Commitment. Escrow Agent (as defined in Paragraph 9.A hereof) shall promptly request that Chicago Title Insurance Company (“Title Company”) deliver to Buyer

Page 3 ends

a current preliminary title commitment covering the Real Property together with legible or best available copies of all documents referenced therein (collectively, the “Title Report”).

B. Title Review and Cure. Buyer shall have seven (7) business days following its receipt of the Title Report (the “Title Review Period ”) to review same and to either approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Agent written notice ( “Buyer’s Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report. The failure of Buyer to deliver to Seller Buyer ’s Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the condition of title to the Real Property.

If Buyer disapproves any matter of title shown in the Title Report, then Seller may, but shall have no obligation to, within five (5) business days after its receipt of the Buyer ’s Title Notice for the Real Property (“Seller’s Election Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice ( “Seller’s Title Notice”) of those disapproved title matters, if any, which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, then Buyer shall have the right, upon delivery to Seller and Escrow Agent (on or before five (5) business days following the expiration of Seller ’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (b) above. If Buyer elects (or is deemed to have elected) to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate and the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the “Property Information”). Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Cancellation rights of the parties may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in in writing.

Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s sole cost and expense, all monetary liens, claims and encumbrances of record, and Buyer shall not be required to object to same; all of which, if any, shall not become a Permitted Exception (as defined below). The parties agree that all amounts owed to Buyer by Seller and secured by deeds of trust encumbering the Property shall be satisfied out of the pro ceeds of the sale, and Buyer shall deposit with Escrow Agent all documents to release such deeds of trust upon remittance of the outstanding amounts to Buyer from the Closing escrow.

C. Delivery of Title Policy at Closing. As a condition precedent to Buyer’s obligation to acquire the Real Property and the Closing, the Title Company shall have issued and delivered to Buyer, or shall have committed to issue and deliver to Buyer, with respect to the Real Property, an ALTA Extended Coverage Owner’s Policy of Title Insurance with endorsements reasonably required by Buyer (the “Title Policy”) issued by the Title Company as of the date and time of the recording of the Grant Deed for the Real Pro perty, in the amount of the Purchase Price, subject only to the Permitted Exceptions (as hereinafter defined) , name Buyer as the insured; have a

Page 4 ends

liability amount equal to the Purchase Price; show Buyer as the owner of the Real Property in fee simple; and include extended coverage over the standard printed exceptions as may be reasonably required by Buyer . For purposes of this Agreement, “ Permitted Exceptions” shall mean only (a) any lien to secure payment of real estate taxes, including special assessments, not delinquent, (b) the lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code, not delinquent, (c) all matters affecting the Real Property which are created by or with the express written consent of Buyer; (d) all exceptions disclosed by the Title Report relating to the Real Property and which are approved or deemed approved by Buyer in accordance with Paragraph 4.B hereof, and (e) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Real Property. Seller agrees to pay the premium charged for the ALTA standard owner’s policy component of the Title Policy, and Seller shall deliver to the Title Company such instruments, documents, releases and agreements and perform such other acts as Title Company may reasonably require in order to issue the Title Policy, including without limitation the execution and delivery of owner’s affidavits and indemnities. Indemnification of the Title Company to induce it to insure any otherwise un- permitted exception to title shall not be allowed except with Buyer ’s prior written consent, in Buyer’s reasonable discretion, after full disclosure to Buyer of the nature and substance of such exception and indemnity.

D. Provided that there is sufficient time during the Due Diligence Period, Buyer, at its sole election, may following the Effective Date, hire a land surveyor for the purpose of preparing an ALTA survey for the Real Property (the “Survey”). Notwithstanding the foregoing, Buyer shall have seven (7) business days after receipt of the Survey to object to any matters of survey in writing to Seller, in which event the procedure set forth in Paragraph 4.B above shall apply to such Survey objections. The time to deliver the Survey shall not exceed the Due Diligence Period for the Buyer.

E. Seller agrees it shall not from and after the Effective D ate voluntarily or consensually perform any act which results in any additional exceptions to title that would survive the Closing without Buyer’s prior written consent. In the event that the Title Company requires an indemnity for any potential liens on the Real Property in connection with any work performed at the Real Property, Seller shall provide such indemnity to the Title Company at the Closing as may be reasonably required in order to allow the Title Company to provide title insurance to the Buyer at the Closing.

F. Buyer shall have the right to reexamine title to the Real Property and in the event of any amended, updated or modified version of the Title Report after Buyer has delivered Buyer’s Title Notice, Buyer shall have the right to object to any additional title exceptions, or modifications to existing title exceptions, contained in such amended, updated or modified Title Report, by the same process contained above, provided, however, that the objection and response times of each of the parties shall be limited to three (3) days each, and the Closing shall be extended accordingly.

5. INSPECTIONS; DUE DILIGENCE PERIOD.

A. Seller’s Deliverables. Within ten (10) business days of the Effective Date, Seller shall deliver all reports, surveys and data relating to the environmental, geological, soil and/or physical condition of the Real Property and/or the improvements thereon in the possession of Seller or its agents, and (ii) any lease, amendment, personal guaranty and other agreements related to the occupation of the Real Property by Tenant or any other party possessing rights with respect to the Real Property; and (i ii) the following “Contracts”: all written and oral contracts of

Page 5 ends

insurance, management, leasing, security, janitorial, cleaning, pest control, waste disposal, landscaping, advertising, service, maintenance, operating, repair, and other contracts and commitments in any way relating to the Property (collectively (i) through (i ii), the “Seller’s Deliverables”). Buyer, acting through its undersigned representative, may extend the time for Seller to submit Seller’s Deliverables or otherwise waive such requirement. Seller will promptly deliver to Buyer supplements and/or updates of Seller ’s Deliveries to the extent such items are received by Seller prior to Closing. During the Due Diligence Period, Buyer shall have the right to conduct and complete an investigation of all matters pertaining to Seller’s Deliveries and all other matters pertaining to the Property and Buyer’s acquisition thereof. In this regard, Buyer shall have the right to contact the Tenants, governmental agencies and officials and other parties and make reasonable inquiries concerning Seller’s Deliveries and any and all other matters pertaining to the Property. Seller agrees to reasonably cooperate with Buyer in connection with its investigation of Seller’s Deliveries and all other matters pertaining to the Property. Except as otherwise provided under this Agreement or applicable law, Seller makes no representation or warranty regarding the accuracy or completeness of any information contained in Seller ’s Deliverables and all such information is being made available to Buyer on an “AS-IS” basis, provided, however, that Seller shall not provide information to Buyer that Seller possesses actual knowledge of being inaccurate or, alternatively, shall promptly disclose to Buyer the inaccurate information contained in Seller’s Deliverables to the extent Seller has actual knowledge of the inaccuracy. Buyer specifically acknowledges that Buyer is not relying on Seller to indicate the relative importance or materiality of any of the Seller’s Deliverables or any other instruments, records, documents, or other information made available to Buyer for review and that Buyer shall make its own determination as to the level of scrutiny it applies to those matters.

B. Seller’s Disclosures. Within ten (10) business days of the Effective Date , Seller will provide Buyer with all disclosures required by statute and which are applicable to the Real Property, including, but not limited to, a disclosure as designated under Section 25359.7 of the Health and Safety Code; whereby Seller is required to disclose if there are any hazardous substances located on or beneath the Real Property that are known to Seller. Any and all findings under Health and Safety Code Section 25359.7 shall become the sole responsibility of the Buyer, Buyer’s agent and or assignee(s).

C. Inspections. Beginning on the Effective Date and continuing until 5:00 p.m. Pacific Time on May 14, 2026 (the “Due Diligence Period” ) and any extensions thereof pursuant to Paragraph 5.E, and further subject to Paragraph 5.D , Buyer and its agents shall have a license (the “License”) to enter upon the Real Property for the purpose of making physical inspections.

Prior to any entry onto the Real Property pursuant to the License, Buyer or Buyer’s agent conducting the inspection shall provide Seller with a certificate of insurance naming Seller as an additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to Seller (which coverage shall include, at a minimum, general liability, personal injury and broad form property damage with limits of liability not less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate). In the alternative, Seller agrees to accept Buyer’s evidence of self -insurance and pooling arrangement that satisfies the stated terms regarding general liability insurance. All of such entries upon the Real Property shall be at reasonable times during normal business hours and after at least 48 hours prior notice to Seller or Seller ’s agent (unless a greater time is provided for under Paragraph 5.D), and Seller or Seller ’s agent shall have the right to accompany Buyer during any activities performed by Buyer on the Real Property.

Seller shall inform its t enants of such inspec tions and coordinate with such t enants in order to facilitate the inspection as provided herein. In performing any activities under the License, Buyer shall: (i) not unreasonably disrupt the ongoing activities at the Property; (ii) conduct its activities

Page 6 ends

in a diligent, reasonably quiet, expeditious, and safe manner ; and (iii) comply with all applicable laws.

If any inspection or test physically disturbs the Real Property, Buyer will restore the Real Property to substantially the same condition as existed before the inspection or test. Buyer shall defend, indemnify and hold Seller, Seller ’s members, managers, officers, tenants, agents, contractors and employees harmless from and against any and all losses, costs, damages, claims, or liabilities, including but not limited to, mechanic’s and material men’s liens and Seller’s reasonable attorneys’ fees, arising out of or in connection with Buyer ’s or its agents’ entry upon or inspection of the Real Property. Notwithstanding the foregoing, Buyer’s indemnity, defense and hold harmless obligations hereunder shall not apply to any pre- existing condition that is discovered by Buyer during the course of Buyer’s exercise of the License rights. The License shall be deemed revoked upon any termination of this Agreement. The provisions of this Paragraph 5.C shall survive the Closing or the earlier termination of this Agreement.

D. Environmental Inspections. The inspections under Paragraph 5.C may include Phase I environmental inspections of the Real Property , Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspec tions or any other inspections (“Invasive Inspections”). If Buyer chooses to perform any Phase II or other Invasive Inspections: (i) Buyer shall notify Seller in writing not less than three (3) business days before the date in which the Phase II or other Invasive Inspections or sampling is scheduled to take place, (ii) such notice shall include the proposed scope of work and the party who will perform the work (ii i) Buyer must receive Seller ’s express written approval before conducting the Invasive Inspections , which approval may be granted or withheld in Seller ’s sole discretion; and (iv) Buyer shall perform the Invasive Inspections in accordance with such terms and conditions as Seller shall reasonably prescribe (e.g., insurance) as a condition to granting its consent, if any.

In the event that Seller, in exercising its sole discretion, disapproves of the Invasive Inspection, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other Property Information.

At Seller’s request and provided that Seller is not in default of this Agreement, Buyer shall deliver to Seller (at no cost to Seller) copies of any final form Phase II or other environmental reports (to the extent in Buyer ’s possession as of the date of request by Seller) to which Seller consents as provided above; provided however, Buyer shall not be liable for any information contained in such reports and Buyer makes absolutely no representation or warranty of any kind regarding any such reports.

In the event Buyer determines that remediation is required due to the presence of Hazardous Materials upon the Real Property, then, notwithstanding anything herein to the contrary, the Closing shall not occur unless and until Seller has assumed, to Buyer’s satisfaction, full and complete financial responsibility for that remediation on the Real Property that is within a timeframe, and in accordance with a remedial action plan ( “RAP”), acceptable to Buyer and the appropriate environmental oversight agency.

Buyer acknowledges and agrees that Seller may agree to assume such responsibility in the exercise of Seller ’s sole and absolute discretion. Subject to the mutual agreement of the

Page 7 ends

parties, the implementation of the RAP may occur subsequent to the Clos ing. If for any reason Seller fails to assume responsibility for that remediation, then Buyer shall have the right (but not the obligation) to terminate this Agreement.

E. Buyer Notice to Proceed. Within thirty (30) days following the delivery of the RAP as provided herein, Buyer shall (i) deliver a notice of Buyer ’s intent to proceed with the remedial work and acquisition of the Real Property (the “Buyer Notice to Proceed”), or (ii) a notice of Buyer’s intent to not proceed which shall terminate this Agreement. Upon Delivery of the Buyer’s Notice to Proceed, Buyer shall be responsible for completing the remediation as provided in the RAP at Seller’s sole cost and expense.

F. Intentionally Omitted.

G. Termination During Due Diligence Period. If Buyer determines, in its sole discretion, that the Property is unacceptable for Buyer’s purposes, then Buyer shall have the right to terminate this Agreement by giving to Seller notice of termination (“Termination Notice”) on or before the expiration of the relevant Due Diligence Period, in which event the Buyer shall immediately return (or confirm the destruction of) all Property Information, if any, to Seller and, except for those provisions of this Agreement which expressly survive the termination of this Agreement, the parties hereto shall have no further obligations hereunder. If Buyer fails to deliver a Termination Notice or Acceptance Notice (as defined below) to Seller on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have elec ted to terminate this Agreement. Buyer’s delivery (or deemed delivery) of a Termination Notice to Seller with respect to the Property shall constitute Buyer’s election to terminate this Agreement with respect to the Property as provided above in Paragraph 5.F. In lieu of termination as provided herein, the Buyer may request that Seller m ake repairs or take any other remedial action regarding the Property.

Seller shall have no obligation to agree to or respond to Buyer ’s request and, in such instance, the Agreement shall be deemed terminated.

H. Notice of Acceptance. If Buyer determines, in its sole discretion, on or before the expiration of the Due Diligence Period that the Property is acceptable for Buyer’s purposes, Buyer shall deliver to Seller a written notice of acceptance ( “Acceptance Notice” ) on or before the expiration of the Due Diligence Period, in which event Buyer shall be deemed to have accepted the condition of the Property and shall waive its termination right under this Paragraph 5. Upon Escrow Agent’s receipt of the Acceptance Notice, the parties s hall proceed to close the escrow as provided in Paragraph 9.

6. SELLER’S PRE- CLOSING OBLIGATIONS . Seller hereby covenants and agrees as follows:

A. Operations. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall operate and manage the Real Property substantially in accordance with its customary practices.

B. Maintenance. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall maintain the Real Property in substantially its present condition, subject to normal wear and tear, and Seller shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property.

C. Intentionally Omitted.

Page 8 ends

D. Notices/Violations. During the time period commencing upon the Effective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all notices and/or other written communications delivered to or received from: (i) any tenant; (ii) any party under any of the Contracts; and/or (iii) any governmental authority (except by the Seller) relating to the Property or operation thereof. During the time period commencing upon the E ffective Date of this Agreement and terminating on the Closing or the earlier termination of this Agreement, Seller shall deliver to Buyer prompt notice of:
(i) the occurrence of any inspections of the Real Property by any governmental authority (except by the Seller); (ii) any default by a party to any Contract; (iii) any default by any party to any lease; (iv) any notices of violations of laws, ordinances, orders, directives, regulations or requirements issued by, filed by or served by any governmental agency (except Seller) against or affecting Seller or any part or aspect of the Real Property.

E. Assumed Contracts. During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, Seller shall administer and timely perform all of its material obligations under the Contracts. Furthermore, during t he time period commencing upon the date of delivery by Buyer to Seller of Buyer’s Acceptance Notice pursuant to Paragraph 5.G hereof and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not terminate, amend or modify any of the Assumed Contracts or enter into any new Contract not terminable at Closing, without the prior written consent of Buyer in each instance, which consent may be granted or withheld in Buyer ’s sole discretion. Seller agrees that, except for the Assumed Contracts, prior to the Closing Seller shall be responsible for terminating all Contracts and other obligations (including, but not limited to, any and all management, hotel operating, listing and/or leasing agreements) relating to the maintenance, operation, management and leasing of the Property, and Seller shall be liable for any risks, costs and penalties related to such termination.

F. Monetary Obligations. Seller shall pay and satisfy in full any and all liens, liabilities and encumbrances placed, or caused to be placed, of record against the Real Property evidencing a monetary obligation which can be removed by the payment of money (the “Monetary Obligations”) on or before the Closing Date.

G. New Liens, Liabilities or Encumbrances. Seller shall not cause, grant or permit any new liens, liabilities, encumbrances or exceptions to title to the Property without the prior written consent of Buyer in each instance, which consent may be granted or denied in the sole and absolute discretion of Buyer.

H. Termination of Negotiations . Upon the expiration of the Due Diligence Period, Seller shall terminate all negotiations with any other person or entity other than Buyer for the sale or disposition of the Property.

7. SELLER’S DELIVERIES
A. Seller’s Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last business day prior to the Closing Date, Seller shall deliver to Escrow Agent the items described in this Paragraph 7.
i. Seller’s Grant Deed . One (1) original of Grant Deed, duly executed and acknowledged by Seller. Pursuant to Paragraph 9.D(i) hereof, all documentary transfer tax information shall be affixed to Grant Deed upon recordation.

Page 9 ends

ii. Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller. iii. Certificate of Non-Foreign Status. One (1) original of the Certificate of Non- Foreign Status, duly executed and acknowledged by Seller. iv. Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts in substantially the same form and substance as the form attached hereto as Exhibit E, duly executed by Seller. v. Seller’s Charges . In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, such funds as may be required to: (a) discharge all Monetary Obligations; and (b) pay any amounts required to be paid by Seller in accordance with the provisions of Paragraphs 9.D and 9.E hereof out of the sales proceeds. vi. Seller’s Affidavits; Certificates and Evidence of Authority . (a) Any and all affidavits, indemnities and any other written documentation required by the Title Company as a condition to the issuance of the applicable Title Policy; and (b) to the extent required by the Title Company, Escrow Agent and/or Buyer, as applicable, evidence that Seller and those acting for Seller have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transaction contemplated by this Agreement.
vii. Seller’s Closing Statement . Seller’s Closing Statement, duly executed by Seller.
viii. Lease. One (1) original of the Lease, duly executed by Seller. ix. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other i tems shall not cause any additional liability, cost or obligation to Seller, except as otherwise provided for in this Agreement.

B. Seller’s Deliveries to Buyer at Closing. On or before the Closing, Seller shall deliver to Buyer the items described in this Paragraph 7.B.
i. Assumed Contracts, Permits and Entitlements and Intangible Property .

Originals, or if the originals are not available, copies of all of the Assumed Contracts, Permits and Entitlements and Intangible Property in Seller’s possession or control. ii. Keys. All keys and security cards, if any, relating to the Improvements, and such additional documents, instructions or other items as may be necessary to operate any security system therein.

8. BUYER’S DELIVERIES
A. Buyer’s Deliveries to Escrow Agent at Closing. On or before 5:00 p.m. on the last business day prior to the Closing Date, Buyer shall deliver to Escrow Agent the items described in this Paragraph 7.

Page 10 ends

i. Balance of the Purchase Price. Funds in the amount required to fund the balance of the Purchase Price.
ii. Assignment and Assumption of Contracts. Two (2) counterpart originals of the Assignment and Assumption of Contracts, in substantially the same form and substance as the form attached hereto as Exhibit E, duly executed by Buyer. iii. Loan Release Documents. Any original promissory notes marked "Paid in Full,” and any and all reconveyances and UCC -3 releases for security instruments associated with Loan 1 and Loan 2.
iv. Buyer’s Charges . In addition to the Purchase Price and other funds deposited by Buyer with Escrow Agent, funds sufficient to pay all amounts required to be paid by Buyer in accordance with the provisions of Paragraphs 9.D and 9.E hereof. v. Evidence of Authority. To the extent required by the Title Company, Escrow Agent, and/or Seller, as applicable, evidence that Buyer and those acting for Buyer have full authority to consummate the transaction contemplated by this Agreement, as modified through the Closing including, without limitation, certified copies of the corporate, limited liability company, partnership or other resolutions authorizing the transactions contemplated by this Agreement. vi. Buyer’s Closing Statement. Buyer’s Closing Statement, duly executed by Buyer.
vii. Lease. One (1) original of the Lease, duly executed by Buyer. viii. Additional Documents. Such additional documents, instructions or other items as may be necessary or appropriate to comply with the provisions of this Agreement and to effect the transactions contemplated hereby, provided that such additional documents, instructions or other i tems shall not cause any additional liability, cost or obligation to Buyer, except as otherwise provided for in this Agreement.

B. Buyer’s Deliveries to Seller at Closing. On or before the Closing, Seller shall deliver to Buyer the items described in this Paragraph 8.B.

i. Assumed Contracts. Originals, or if the originals are not available, copies of all of the Assumed Contracts, Permits and Entitlements and Intangible Property in Seller’s possession or control.

9. ESCROW.

A. General Escrow Provisions . Buyer and Seller agree to open an escrow in accordance with this Agreement at Chicago Title Insurance Company, 601 S. Figeuroa Street, Suite 2150, Los Angeles, CA 90017, attention Joan Hawkins and Ted Tan (“Escrow Agent”). The escrow shall be deemed open upon the delivery of a fully -executed copy of this Agreement to Escrow Agent (the “Opening of Escrow ”). The “ Close of Escrow ” or “Closing” shall mean and refer to (i) Seller’s receipt of the Purchase Price (ii) transfer and conveyance of the Real Property to Buyer by Grant Deed. This Agreement constitutes the joint escrow instructions of Buyer and Seller, and Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this escrow on May 29, 2026 (the “Closing Date”), provided, however, that the Closing Date shall be extended as necessary to accommodate any corrective action (e.g., casualty, or Buyer requiring

Page 11 ends

further time for internal approvals ) or notice period ( e.g., condemnation) as provided in the Agreement; provided, further, that Buyer shall have a one- time unilateral right to extend the Closing Date to June 14, 2026, with notice to Seller no later than May 26, 2026, and the parties may mutually agree to further extend the Closing Date at any time. Seller shall, on or before the Closing, deliver to Escrow Agent a fully -executed and notarized original of the Grant Deed, in form reasonably approved by Buyer . Buyer agrees to deposit the Purchase Price and related escrow fees and charges, less applicable deposits if any, upon demand of Escrow Agent on the Closing Date. Buyer and Seller each agree to deposit with Escrow Agent any additional instruments and funds as may be reasonably necessary to complete this transaction.

B. Insurance. Insurance policies are not to be transferred, and Seller will cancel its own policies after close of escrow (but not before).

C. Escrow Funds; Disbursements . All funds received in this escrow shall be deposited with other escrow funds in a general interest-bearing escrow trust account(s) and may be transferred to any other such escrow trust account in any federally insured State or National Bank doing business in the State of California.

D. Cost and Expenses.
i. Seller shall pay: (a) Seller’s share of prorations; and (b) Seller’s attorneys’ fees.
ii. Buyer shall pay: ( a) Escrow Agent’s fees and costs for the Escrow; ( b) Buyer’s share of prorations; (c) Buyer’s attorneys’ fees; (d) the costs for the Title Policy, including the cost of any binders or endorsements to the Title Policy requested by Buyer; and all recording costs, documentary transfer taxes, deed stamps and similar costs, fees and expenses payable in connection with the recordation of Seller’s Deed
E. Prorations and Adjustments . The following adjustments and prorations shall be made as of 12:01 a.m. on the Closing Date ( “Proration Date”), as though Buyer held title to the Property throughout the entire day in which the Closing occurs. Such adjustments and prorations shall be made subject to the following provisions:
i. Operating Expenses . All costs, fees and expenses (other than Taxes) relating to the operation, management and repair of the Property (collectively, the “Operating Expenses”), shall be prorated between Seller and Buyer at the Closing as of the Proration Date. ii. Taxes and Assessments. All real and personal property ad valorem taxes, if any, including without limitation, all supplemental taxes attributable to the fiscal year in which the Closing occurs shall be paid by Seller and Seller shall be entitled to seek a refund from the Orange County Tax Collector for any such taxes and assessments paid for the portion of the fiscal year following the Closing Date. Special assessments, if any, shall be prorated to the Closing Date. The Buyer is not subject to the assessment of property taxes (whether general, special or supplemental) once it takes title to the Property.
iii. Assumed Contracts. All Operating Expenses accruing under, arising out of or relating to any of the Assumed Contracts shall be prorated between Seller and Buyer at the Closing as of the Proration Date.

Page 12 ends

iv. Final Adjustment after Closing. If final prorations of special assessments, if any, or ad valorem taxes relating to pre-Closing issues/events cannot be made at the Closing, then, provided Buyer or Seller identify any such proration ( “Post Closing Proration” ) in writing before the Closing, Buyer and Seller agree to allocate such items on a fair and equitable basis as soon as invoices or bills are available, with final adjustment to be made as soon as reasonably possible after the Closing.

F. Close of Escrow; Instructions to Escrow Agent. On the Closing Date, provided that all conditions precedent have been satisfied or waived by the appropriate party, Escrow Agent shall take the following actions in the order indicated below:
i. With respect to all closing documents delivered to Escrow Agent hereunder, and to the extent necessary, Escrow Agent is authorized to insert into all blanks requiring the insertion of dates the date of the recordation of the Grant Deed or such other date as Escrow Agent may be instructed in writing by Seller and Buyer; ii. Pay any amount necessary to place title in the condition necessary to satisfy Paragraph 4.C of this Agreement and charge Seller; iii. Pay any escrow fees, charges and costs payable under Paragraph 9.D of this Agreement and charge Buyer and Seller as set forth in Paragraphs 9.D and 8.E. iv. Deliver to Seller, in cash or current funds, the Purchase Price, plus or minus, as the case may be, the amounts determined in accordance with the provisions of this Agreement;
v. Record the Grant Deed in the Official Records of Orange County, California;
vi. Record any and all reconveyances and UCC -3 releases for security instruments associated with Loan 1 and Loan 2;
vii. Cause the Title Company to issue the Title Policy for the Property; and viii. Deliver to Seller and Buyer a final closing statement which has been certified by Escrow Agent to be true and correct.

G. Time of the Essence; Failure to Close Due to Buyer ’s Default. TIME IS OF THE

ESSENCE IN THESE INSTRUCTIONS AND ESCROW SHALL CLOSE ON OR BEFORE THE

CLOSING DATE, UNLESS SUCH DATE IS EXTENDED BY MUTUAL AGREEMENT OF THE PARTIES.

10. BROKERAGE FEES.

Neither party has had any contact or dealings regarding the Property, or any communication in connection with the subject matter of this transaction, through any licensed real estate broker or person, who can claim a commission or finder’s fee as a procuring cause of the sale contemplated in this Agreement. If any other broker or finder perfects a claim for a commission or finder’s fee based on any contract, dealings, or communication with a party (the “Indemnifying Party”), then the Indemnifying Party shall indemnify, defend, and hold the other party (the “Non-indemnifying Party”) harmless from all costs and expenses (including reasonable

Page 13 ends

attorney fees and costs of defense) incurred by the Non- indemnifying Party in connection with such claim.

11. CONDITIONS TO CLOSE.

A. Buyer’s Conditions Precedent . The following shall be conditions precedent to Buyer’s obligation to close, in addition to all other conditions precedent set forth in this Agreement. i. The City Council of the City of Anaheim, acting as the legislative body of Buyer, shall have approved this Agreement and authorized its designat ed representative to execute of behalf of Buyer all documents necessary to close. ii. Seller shall have timely delivered to Escrow Agent all of the items to be delivered by Seller pursuant to Paragraph 7.A hereof. Seller shall have timely delivered to Buyer all of the items to be delivered by Seller pursuant to Paragraph 7.B hereof. iii. The Improvements shall be vacant.
iv. If, in the course of performing the Buyer’s Due Diligence contamination was discovered, Buyer has determined that the cost of remediation is reasonable and Buyer and Seller have agreed on an adjustment of the Purchase Price mutually acceptable to the parties, or alternatively, Seller has assumed financial responsibility for the RAP in a manner acceptable to Buyer as provided in Paragraph 5.D.
v. As of the Closing, Seller shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Seller. vi. Title Company is irrevocably committed to issue the Title Policy. vii. All representations and warranties made by Seller to Buyer in this Agreement shall be true and correct as of the Closing.
viii. The Real Property (or portion thereof) shall not be damaged or destroyed by casualty or otherwise as of the Closing.

Unless all of Buyer’s conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Buyer, at its election, may, either ( a) extend the date for Closing until such conditions are satisfied, but no longer than the time it takes for Seller to reasonably satisfy the conditions precedent contained herein, or ( b) terminate this Agreement, or ( c) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed.

Notwithstanding the foregoing, if the failure of a Buyer’s condition to Closing is caused by a default by Seller, Buyer shall have the right to exercise the remedies set forth in this Agreement. If Buyer elects to proceed with the Closing, to the extent that Buyer has actual knowledge that any of Seller’s representations or warranties are inaccurate or Seller is in breach of any of Seller ’s covenants and agreements at the time of the Closing, Buyer will be deemed to have waived in full such inaccuracy or breach.

B. Seller’s Conditions Precedent . The following shall be conditions precedent to Seller’s obligation to close, in addition to all other conditions precedent set forth in this Agreement.

Page 14 ends

i. Buyer shall have timely delivered to Escrow Agent all of the items to be delivered by Buyer pursuant to Paragraph 8.A hereof. Buyer shall have timely delivered to Seller all of the items to be delivered by Buyer pursuant to Paragraph 7.B hereof. ii. As of the Closing, Buyer shall have timely performed all of the material obligations required by the terms of this Agreement to be performed by Buyer. iii. All representations and warranties made by Buyer to Seller in this Agreement shall be true and correct as of the Closing.

Unless all of Seller’s conditions precedent contained in this Agreement are satisfied within the time period specified, or if no time period is specified, prior to or at Closing, Seller , at its election, may, either ( a) extend the date for Closing until such conditions are satisfied, but no longer than sixty (60) days beyond the original Closing date, or (bi) terminate this Agreement, or (c) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer exis ted. Notwithstanding the foregoing, if the failure of a Seller’s condition to Closing is caused by a default by Buyer, Seller shall have the right to exercise any other remedies set forth in this Agreement.

12. SELLER’S REPRESENTATIONS. Seller represents and warrants to Buyer that as of the date hereof and as of the Closing:

A. All of the Contracts are terminable with respect to the Property without penalty upon not more than thirty (30) days’ notice. There are no Contracts with any person or entity relating to the Property which must be assumed by Buyer (or which will be deemed assumed by the Buyer upon the Buyer becoming the owner of the Property), other than the Assumed Contracts. To Seller’s knowledge the Assumed Contracts, if any, are in full force and effect and constitute valid and enforceable agreements of Seller, free and clear of all liens, charges, encumbrances and adverse claims, and no event has occurred which with the giving of notice or the passage of time or both would result in a default thereunder. Seller has obtained, or on or before the Closing will have obtained, all requisite consents of third parties to the assignment to and assumption by Buyer of the Assumed Contracts.

B. To the best of Seller ’s knowledge and belief, there are no pending or threatened improvements, liens, or special assessments made or to be made against the Property by any governmental authority.

C. There are not any pending, or to Seller’s actual knowledge threatened, lawsuit(s), investigations(s), inquiry(ies), actions(s) or other proceeding(s) , including without limitation any condemnation proceeding, affecting the Property or the right to use and/or occupy it.

D. To the best of Seller ’s knowledge and belief , there are not any unsatisfied mechanics’ or materialmen’s lien(s), or any right to lien, affecting the Property or any portion thereof. In the event Seller receives any such notice prior to the Closing, Seller shall immediately notify Buyer and, if required by the Title Company, will provide the Title Company with such indemnifications or security as it may reasonably require to insure title to the Property, with ALTA extended mechanic’s lien coverage, at the Closing without excepti on for any unrecorded labor, materialmen’s or mechanics’ claim of lien.

E. This Agreement is, and all the documents executed by Seller which are to be delivered to Buyer at the Closing will be, duly authorized, executed, and delivered by Seller. The

Page 15 ends

obligations contained in this Agreement, are and will be legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms. This Agreement does not, and will not, violate any provisions of any agreement to which Seller is a party or to which it is subject.

F. Seller has full power and authority to sell, convey and transfer the Property as provided for in this Agreement, all necessary actions required on the part of Seller to execute this Agreement and consummate the transaction contemplated hereby have been taken, or will be by Closing, the persons executing this Agreement on behalf of Seller have all requisite authority to execute this Agreement, and this Agreement is binding and enforceable against Seller.

G. To Seller’s actual knowledge, the Property is not in violation of any Environmental Laws (as hereinafter defined) with respect to Hazardous Materials. Seller has not received any written notices that the Property is or may be in violation of any Environmental Law. Seller has disclosed to Buyer all information in Seller ’s possession or control relating to the Hazardous Materials currently existing at the Property or uncured violations of Environmental Laws concerning the Property. Seller has not received any information from neighboring property owners indicating they have any concerns about existing Hazardous Materials conditions or violations of Environmental Laws that could affect the Property or suggesting they might look to Seller for contribution to clean up such condition. In the event Buyer discovers any Hazardous Materials conditions on the Property at any time prior to Closing, Buyer shall have the right to terminate this Agreement upon written notice thereof to Seller, and thereafter this Agreement shall be deemed void and neither party shall have any further rights or obligations hereunder (except pursuant to any provisions which by their express terms survive a termination of this Agreement).

For purposes of this Agreement, “Hazardous Materials” shall mean any pollutants, contaminants, hazardous or toxic substances, materials or wastes (including petroleum, petroleum by-products, radon, asbestos and asbestos containing materials, polychlorinated biphenyls ( “PCBs”), PCB- containing equipment, radioactive elements, infectious agents, and urea formaldehyde), as such terms are used in any Environmental Laws (excluding solvents, cleaning fluids and other lawful substances used in the ordinary operation and maintenance o f the Property, to the extent in closed containers) and “Environmental Laws” shall mean all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any governmental or quasi -governmental body or agency having jurisdiction over Seller, the Property or any portion thereof and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect the Property or improvements located thereon, or any portion thereof, the use, ownership, occupancy or operation of the Property or the improvements, or any portion thereof, or any owner of the Property, and as same have been amended, modified or supplemented from time to time prior to the date of this Agreement, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the R esource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right -to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), comparable state and local laws, and any and all rules and regulations which have become effective prior to the date of this Agreement under any and all of the aforementioned laws.

Page 16 ends

H. There are no options, rights of first refusal, purchase agreements, management, employment, service, equipment, supply, maintenance, water, sewer or other utility agreements, agreements with municipalities (including improvement or development escrows or bonds) or other agreements, oral or written, with respect to or affecting the Property or any portion thereof, which are or will be binding upon Buyer , or which will burden the Property after Closing, except as set forth in the Title Report. Seller will not enter into or amend any agreements or contracts prior to the Closing without the prior written consent of Buyer.

I. Seller has not received any notice requiring any work, repairs, construction, alterations or installations on or in connection with the Property, or asserting any violation of any federal, state, county or municipal laws, ordinances, codes, orders, regulat ions or requirements affecting any portion of the Property, including, without limitation, the Americans with Disabilities Act, any similar State of California Disability Act, any applicable environmental laws or regulations, or any agreements of record. Seller has not received any notice from any insurance company which has issued a policy with respect to the Property or by any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations or other work, and Seller will promptly notify Buyer of and comply with any such notice or requirement at Seller ’s cost if such notice is received prior to Closing.

J. Except as may be set forth in the Title Report, Seller has no actual knowledge of any bonds affecting the Property.

K. Seller has no actual knowledge of any material error or omission contained in the Seller Deliverables.

L. To Seller’s actual knowledge, the Property is not in violation of any applicable law, code, ordinance, rule or regulation, or agreement of record.

M. To the best of Seller ’s knowledge, no representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits, or will omit, a material fact necessary to make the statement of fact therein recited not misleading. If, after Seller’s execution hereof, any event occurs or condition exists of which Seller becomes aware as owner of the Property, which renders any of the representations contained herein untrue or misleading, Seller shall promptly notify B uyer in writing.
“Seller’s knowledge” shall mean the knowledge of Araceli Castaneda, the Managing Director of the Anaheim Transportation Network, who the Seller represents is the individual with most knowledge at Seller of the Property, with due inquiry of all affiliates of Seller and managers of the Property. Each of the representations and warranties of Seller contained herein shall survive until the first anniversary of the Closing.

13. BUYER’S REPRESENTATIONS. Buyer represents and warrants to Seller that as of the date hereof and as of the Closing:

A. Buyer is a California municipal corporation and charter city validly existing under the laws of the State of California. Buyer has all requisite power and authority to execute and deliver this Agreement and the ancillary documents to which Buyer is a party, and to perform its obligations hereunder and thereunder and to effect the transactions contemplated hereby and

Page 17 ends

thereby. All requisite action has been taken to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the documents to which Buyer is a party.

B. The execution, delivery and performance by Buyer of this Agreement and the Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, will not: (a) violate any provision of Buyer ’s organization documents; (b) violate, conflict with or result in a breach of or default under any term or provision of any contract or agreement to which Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or subject; or (c) violate any order, judgment, injunction, award or decree of any court or arbitration body, or any governmental, administrative or regulatory authority, or any other body, by or to which Buyer is or may be bound or subject.

Each of the representations and warranties of Buyer contained herein shall survive until the first anniversary of the Closing.

14. I.R.S. FORM “ W-9”. It is further understood and agreed by Seller that closing of this escrow is subject to and contingent upon Seller executing an Internal Revenue Service Form “W-9” and/or 1099 and any other closing or escrow documents reasonably required by the Title Company and depositing same into Escrow.

15. NOTICE OF TAX WITHHOLDING REQUIREMENTS. It is further understood and agreed by Buyer and Seller that closing of this escrow is subject to and contingent upon Seller executing a “Transferor’s Affidavit of Non-Foreign Status” and California Form 593-C (Individual Sellers) or 593-W (Real Estate Withholding Exemption Certificate and Waiver Request for Non- Individual Sellers) and depositing a copy of same into escrow.

16. CASUALTY. Until Closing, the risk of loss or damage to the Property or any portions thereof by fire, casualty, or any other cause, is assumed by Seller. If such loss or damage shall occur and the reasonably estimated cost to repair same does not exceed Ten Thousand Dollars ($10,000), then the Seller, at its sole cost and expense, shall immediately and with due diligence repair such damage and the Closing shall be postponed until the Property is repaired to its conditioned prior to the damage. If such loss or damage shall occur and the estimated cost to repair exceeds Ten Thousand Dollars ($10,000), Buyer shall have the option to terminate this Agreement unless Seller agrees at its option to repair such damage in which case the Closing shall be postponed until such repairs are complete.

17. CONDEMNATION. If before the Closing any condemnation proceedings are instituted, notice of any condemnation or intent to condemn is given, or to Seller ’s knowledge any condemnation is threatened concerning the Property (a “ Condemnation”), Seller shall immediately give Buyer written notice of the Condemnation, and Buyer will have ten (10) days after receipt of Seller’s notice to provide notice to Seller terminating this Agreement. If Buyer fails to timely terminate this Agreement under the preceding sentence, Buyer will waive any right to terminate this Agreement based on the subject Condemnation and Buyer will be entitled the entire award relating to the Condemnation.

18. SALE AS-IS. Except for Seller’s express written representations and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement, the Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” It is specifically understood that Buyer, as of the Closing, will have conducted its own due diligence to satisfy itself with respect to the condition of title of the Property, the physical and environmental condition of the Property, the current and future entitlements to the Property, as well as all other

Page 18 ends

conditions of the Property. Except for Seller ’s express representations and warranties set forth in this Agreement and any disclosures required to be made by Seller under this Agreement, Seller will not be responsible or liable to Buyer for any defects, errors, or omissions relating to the Property or any conditions affecting the Property.

As of the Closing, Buyer hereby fully releases and forever discharges Seller, and Seller ’s managers, members, owners, directors, officers, shareholders, partners, employees, agents, contractors, consultants, attorneys, representatives, affiliates, predecessors, heirs, successors, and assigns (collectively, “Seller’s Released Parties”) from and against any and all claims, causes of action, costs, expenses, liabilities, losses, damages, injunctions, lawsuits, arbitrations, proceedings, actions, fines, penalties, judgments, demands, and fees (including attorney’s fees) of every kind or nature, whether known or unknown, fixed or contingent (collectively, the “Claims”), that Buyer has or may have against any of Seller ’s Released Parties arising out of or relating to the Property, except for Claims arising out of or related to (i) Seller ’s obligations set forth in this Agreement and the documents set forth in the exhibits to this Agreement which are signed by Seller, and (ii) Seller ’s express written representations and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement. Except for Claims arising out of or related to subpart (i) and (ii) herein, Buyer hereby waives any and all rights under California Civil Code Section 1542 and all similar laws and statutes in any other jurisdiction. Section 1542 states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT , IF KNOWN BY HIM OR HER , WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The provisions of this Paragraph 18 will survive the Closing.

19. CITY APPROVALS AND ACTIONS. The City shall maintain authority of this Agreement and the authority to implement this Agreement through the City Manager, or his/her duly authorized representative. Subject to review and approval by the City Attorney, the City Manager shall have the administrative authority to make approvals, issue interpretations, waive provisions, and/or enter into amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially add to the costs incurred or to be incurred by the City as specified herein, and such approvals, interpretations, waivers and/or amendments may include extensions of time to perform.

20. AUTHORITY. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of Buyer and Seller. The parties upon whose benefit the signature appears below warrant, each to the other, that the person whose signature appears below has the legal authority to bind the party on whose behalf the signature appears to the terms of this Agreement, and that by doing so, such party is not in breach of any other contract or agreement that would affect or impair the ability of said party to perform its obligations under this Agreement.

21. ENTIRE AGREEMENT. This Agreement contains all the terms, promises, covenants, conditions and representations made or entered into by or between Seller and Buyer relative to the disposition and acquisition of the Property. This Agreement may not be modified or amended unless such amendment is set forth in writing and executed by both Seller and Buyer.

Page 19 ends

22. SEVERABILITY. The provisions of this Agreement are severable, and if any portion is held invalid or otherwise unenforceable, the parties intend that all other provisions shall remain in full force and effect.

23. ATTORNEYS’ FEES. In the event of any controversy, claim or dispute relating to this instrument or any breach thereof, the prevailing party shall be entitled to recover its reasonable attorney(s) fees, costs and expenses (as actually incurred), whether or not the matter is prosecuted to final judgment, including those on appeal. Attorney(s) fees shall include all costs, expert witness fees, and all other reasonable expenses.

24. REMEDIES FOR DEFAULT.

A. Buyer’s Default. Buyer shall be deemed to be in default under this Agreement if after the expiration of the Due Diligence Period Buyer fails, for any reason other than Seller ’s default under this Agreement or the failure of a condition precedent to Buyer ’s obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer’s actual fraud or intentional misrepresentation; provided, however, that no such default shall be deemed to have occurred unless and until Seller has given Buyer written notice of the default, describing the nature of the default, and Buyer has failed to cure such default within five (5) business days after the receipt o f such notice (but in any event before the Closing Date, unless such default occurs after Closing).

B. Remedies for Buyer ’s Default . If Buyer defaults in its obligations under this agreement to close the escrow and acquire the property from Seller on the closing date through no fault of Seller, then Seller, as its sole and exclusive remedy, shall have the ability to terminate this Agreement. If, after the Closing Date, Seller determines that Buyer has breached any material representation or warranty set forth in this Agreement, then Seller shall have the right to bring an action for actual damages against Buyer.

C. Seller’s Default. Seller shall be deemed to be in default under this Agreement if Seller fails, for any reason other than Buyer ’s default under this Agreement or the failure of a condition precedent to Seller’s obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Seller); p rovided, however, that no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice of the default, describing its nature, and Seller has failed to cure such default within five (5) business days after receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing).

D. Remedies for Seller ’s Default . If Seller defaults in its obligations under this Agreement to sell the Property to Buyer on the Closing Date through no fault of Buyer, then Buyer shall have the right to specific performance of this Agreement and all of its general and special damages. If, after the Closing Date, Buyer determines that Seller has breached any material representation or warranty set forth in this Agreement, then Buyer shall have the right to bring an action for general and special damages against Seller. A termination of this Agreement due to the inaccuracy of any of Seller ’s representations or warranties under this Agreement will not be a default by Seller if the representation or warranty was true as of the date of this Agreement but

Page 20 ends

subsequently became untrue for reasons other than Seller ’s gross negligence or willful misconduct.

25. SUCCESSORS. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto.

26. NOTICES. All written notices or demands of any kind which either party hereto may be required or may desire to serve on the other in connection with this Agreement shall be served by personal service, by registered or certified mail, or recognized overnight courier service and will be considered given upon delivery (or upon attempted delivery if delivery is refused) . Any such notice or demand so to be served by registered or certified mail, recognized overnight courier service or facsimile or electronic mail transmission shall be delivered with all applicable delivery charges thereon fully prepaid and, if the party so to be served be Buyer, addressed to Buyer as follows:

City of Anaheim
Attention: Rudy Emami, Director
Public Works Department 200 S. Anaheim Blvd., Suite 276 Anaheim, CA 92805
Telephone No: 714-765-5176
Email: [email protected]

with copies thereof to: City of Anaheim
Attention: City Clerk
200 S. Anaheim Blvd, 2nd Floor
Anaheim, CA 92805

and, if the party so to be served be Seller, addressed to Seller as follows:

ATN Asset Holding Company, LLC
1354 S. Anaheim Boulevard
Anaheim, CA 92805
Attn: [__________]

Cummins & White, LLP
2424 S.E. Bristol Street, Suite 300
Newport Beach, CA 92660
Attn: Fred M. Whitaker
Phone: (949) 852-1800

Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address to which or a different person to whose attention all such notices or demands are thereafter to be addressed. Notices delivered by a party ’s attorney on behalf of a party will have the same force, validity, and effect as notices delivered by a party.

27. GOVERNING LAW . This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.

Page 21 ends

28. COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

29. EXHIBITS INCORPORATED BY REFERENCE. All Exhibits attached to this Agreement are incorporated in this Agreement by this reference.

30. HEADINGS; CONSTRUCTION. The various headings of this Agreement are included for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. When the context and construction so require, all words used in the singular herein s hall be deemed to have been used in the plural and the masculine shall include the feminine and the neuter and vice versa. The use in this Agreement of the term “ including” and related terms such as “include” shall in all cases mean “ without limitation” is for purposes of example or illustration, and not for purposes of restriction or limitation. All references to “days” in this Agreement shall be construed to mean calendar days unless otherwise expressly provided and all references to “business days ” shall be construed to mean days unless other than a Saturday, Sunday or legal holiday for national banks in California.

31. NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and no third party is intended to, or shall have, any rights hereunder ; except for the provisions in favor of Seller ’s Released Parties.

32. JOINT PRODUCT OF PARTIES. This Agreement is the result of arms-length negotiations between Seller and Buyer and their respective attorneys, if any. Accordingly, neither party shall be deemed to be the author of this Agreement and this Agreement shall not be construed against either party.

33. CALCULATION OF TIME PERIODS. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in California, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. Unless otherwise expressly provided herein, the last day of any period of time described herein shall be deemed to end at 5:00 p.m., California time.

34. NO PERSONAL LIABILITY. Notwithstanding anything stated to the contrary herein, Seller’s liability under this Agreement shall be limited to Seller ’s interest in the Property and Seller’s constituent partners, members, managers, directors, officers, employees or agents shall not have any personal liability hereunder to Buyer or its successor or assigns . Notwithstanding anything stated to the contrary herein, Buyer ’s liability under this Agreement shall be limited to the Buyer set forth herein and none of Buyer ’s officials, employees or agents shall have any personal liability hereunder to Seller or its constituent partners, members, managers, directors, officers, employees or agents.

35. EFFECTIVE DATE OF THIS AGREEMENT. This Agreement shall take effect immediately upon the attestation of the City Clerk of the approval and execution of this Agreement by the City of Anaheim (the “Effective Date”).
[Remainder of page intentionally left blank; signatures appear on next page.]

Page 22 ends

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth below.

SELLER:

ATN ASSET HOLDING COMPANY, LLC,
a California limited liability company

Date: By:

[Signatures continue on next page.]

Page 23 ends

[Signatures continued from previous page.]

BUYER:

CITY OF ANAHEIM , a California municipal
corporation and charter city

Date: By:

Effective Date Rudy Emami
Director of Public Works

ATTEST:

OFFICE OF THE CITY CLERK

By:

Theresa Bass, City Clerk

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

By:

Bryn Morley
Deputy City Attorney

ACKNOWLEDGEMENT

A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.

State of California )
)
County of )

On ________________, before me,
[here insert name and title of the officer]

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

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

Witness my hand and official seal.

(Signature) (Seal)

105895-v2

ACKNOWLEDGEMENT

State of California )
)
County of )

On ________________, before me,
[here insert name and title of the officer]

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

Witness my hand and official seal.

(Signature) (Seal)

105895-v2

EXHIBIT A – PAGE 1

EXHIBIT A

LEGAL DESCRIPTION OF REAL PROPERTY

APN : 082-461-39

EXHIBIT B – PAGE 1

EXHIBIT B

FORM OF GRANT DEED

Recording Requested by:

CITY CLERK

CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803
___________________________

WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF ANAHEIM
P.O. Box 3222
Anaheim, California 92803

EXEMPT FROM RECORDING FEE –
GOVERNMENT AGENCY BUSINESS Per
Gov’t Codes 6103 and 27383

SPACE ABOVE THIS LINE FOR RECORDER’S USE

DOCUMENTARY TRANSFER TAX $________________
□ Computed on full value of property conveyed, or
□ Computed on full value less liens & encumbrances remaining thereon at time of sale.

________________________________________________________________ _______ Signature of declarant or agent determining tax, firm name

GRANT DEED
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ATN ASSET HOLDING COMPANY, LLC, a California limited liability company (“Grantor”), hereby GRANTS to the CITY OF ANAHEIM, a California municipal corporation and charter city (“Grantee”), the real property situated in the County of Orange, State of California, described as follows:

See Exhibit A attached hereto and incorporated by reference herein.

EXHIBIT B – PAGE 2
The real property is being conveyed subject to all liens, encumbrances, easements, covenants, conditions and restrictions of record in the Official Records of the County of Orange as of the recordation this Grant Deed.

Grantor:

ATN ASSET HOLDING COMPANY,
LLC,
a California limited liability company

Date: By:

[Certificate of Acceptance
required for recording]

EXHIBIT A TO GRANT DEED

LEGAL DESCRIPTION OF PROPERTY

APN: 082-461-39

EXHIBIT C – PAGE 1

EXHIBIT C

BILL OF SALE

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, ATN ASSET HOLDING COMPANY, LLC, a California limited liability company (hereinafter called “Seller”), does hereby give, grant, bargain, sell, transfer and deliver unto CITY OF ANAHEIM, a California municipal corporation and charter city (“Buyer”), pursuant to that certain Agreement for Sale o f Property and Joint Escrow Instructions dated as of [_____________] (the “Agreement”), all of Seller ’s right, title and interest in and to that certain personal property listed on the attached Schedule “1” (the “Personal Property”) owned by Seller and located on and used in connection with the ownership and/or operation of the real property more particularly described on Schedule “ 2” attached hereto (“Real Property ”), which Real Property is being conveyed to Buyer on or about of even date herewith. The Personal Property is hereby acquired by Buyer “AS-IS” without any representation or warranty of any kind or nature of Seller, express, implied or statutory, as to the nature of or title to the Personal Property or its fitness for Buyer’s intended use of same.

EXECUTED as of ____________ ___, 202__.

SELLER:

ATN ASSET HOLDING COMPANY, LLC
a California limited liability company

Date: By:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

EXHIBIT C – PAGE 2

BUYER:

CITY OF ANAHEIM , a California municipal
corporation and charter city

Date: By:

Effective Date Rudy Emami
Director of Public Works

ATTEST:

OFFICE OF THE CITY CLERK

By:

Theresa Bass, City Clerk

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

By:

Bryn Morley
Deputy City Attorney

SCHEDULE 1

SCHEDULE OF PERSONAL PROPERTY

[To be inserted]

SCHEDULE 2

LEGAL DESCRIPTION OF REAL PROPERTY

APN: 082-461-39

EXHIBIT D
Form of Lease

4164-6728-8362.2

LEASE
between

ATN Asset Holding Company, LLC
as Tenant
and
City of Anaheim
as Landlord
Dated __________, 2026

1354 S. Anaheim, Anaheim, California

1 4164-6728-8362.2

LEASE
This LEASE (the “Lease”) is made effective as of the ____ day of _______, 2026 (the “Effective Date”), by and between the CITY OF ANAHEIM, a California municipal corperation and charter city (“Landlord”) and ATN ASSET HOLDING COMPANY , LLC, a California limited liability company (“Tenant”).

WITNESSETH:

For and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Leased Property. Commencing on the Effective Date, Landlord leases to Tenant and Tenant leases from Landlord the land legally described in Exhibit “A” attached hereto (the “Land”). The Premises is located at 1354 S. Anaheim, Anaheim, California.

2. AS-IS Condition. Tenant takes the Premises “AS IS” and “WHERE IS”, and with all faults. Except as expressly provided in this Lease, Landlord makes no representations or warranties, whether express or implied, by operation of law or otherwise, with respect to the quality, physical condition or value of the Premises, or the compliance of the Premises with applicable building or fire codes or other laws or regulations. Tenant agrees that Landlord is not liable or bound by any guarantees, promises, statements, representations or information pertaining to the Premises made or furnished by any agent, officer, director, employee or other person representing or purporting to represent Landlord or any other person or party. To the fullest extent allowed by California and Federal law, Tenant and Landlord agree as follows: Tenant expressly waives the requirement of any disclosure not expressly contained in this Lease, and , except as expressly provided in this Lease, Tenant agrees to take the Premises “As Is” notwithstanding any matter set forth in any disclosure statement required by California law.

TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED

IN THIS LEASE, LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY

NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES,

COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO, CONCERNING OR WITH RESPECT TO:
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PREMISES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PREMISES;
(C) THE SUITABILITY OF THE PREMISES FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON;
(D) THE COMPLIANCE OF OR BY THE PREMISES OR ITS OPERATION WITH

ANY LAWS, RULES, ORDINANCE S OR REGULATIONS OF ANY APPLICABLE

2 4164-6728-8362.2

GOVERNMENTAL AUTHORITY OR BODY OR ANY FRANCHISE LICENSE OR AGREEMENT OR ANY GRANT OR SIMILAR AGREEMENT;
(E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,

PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES;
(F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PREMISES;
(G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PREMISES;
(H) THE AVAILABILITY OF WATER OR OTHER RESOURCES OR UTILITIES TO THE PREMISES; OR
(I) ANY OTHER MATTER WITH RESPECT TO THE PREMISES, AND

SPECIFICALLY, THAT LANDLORD HAS NOT MADE, DOES NOT MAKE, AND

SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING

COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION OR POLLUTION

RULES, REGULATIONS, ORDERS OR RE QUIREMENTS, INCLUDING SOLID

WASTE, AND INCLUDING THE DISPOSAL, RELEASE OR EXISTENCE, IN OR ON

THE PREMISES, OF ANY HAZARDOUS SUBSTANCE, EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE.

The execution and delivery of this Lease shall constitute Tenant’s acknowledgment that it has independently inspected and investigated the Premises and has made and entered into this Lease based upon such inspection and investigation and its own examination of the condition of the Premises. Except as expressly provided in this Lease, Tenant assumes the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions and the suitability or unsuitability of the Premises for Tenant’s intended uses, may not have been revealed by Tenant’s investigations. Except as expressly provided in this Lease, Tenant waives, relinquishes and releases Landlord from and against, and covenant s not to sue Landlord with regard to, any and all claims, demands, causes of action (including causes of action in tort or under any environmental law), losses, damages, liabilities (whether based on strict liability or otherwise), costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which Tenant might have asserted or alleged against Landlord at any time (including without limitation to the extent covered by or that would be covered by (as opposed to paid by ) insurance) by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws), the suitability of the Premises for any purposes contemplated by Tenant and any and all other acts, omissions, events, circumstances or matters regarding the Premises.

3. Lease Term. The term of the Lease shall commence on the Effective Date, (the “Commencement Date”) and shall end at 11:59 P.M. on the day immediately preceding the six (6) month anniversary of the Commencement Date, unless sooner terminated in accordance with the provisions hereof (the “Term”). Tenant shall have the right to terminate the Lease and end the

3 4164-6728-8362.2

Term at any time earlier than the scheduled expiration date with at least thirty (30) days’ written notice to Landlord of such early termination.

4. Base Rent; Net Lease . Commencing on the Effective Date, Tenant shall pay monthly rent (“Base Rent”) in the amount of Seventy-One Thousand Two Hundred Fifty Dollars ($71,250.00) for the Premises . Tenant shall pay Rent (as defined below) , without notice or demand, except as otherwise specifically provided in this Lease, by check payable to Landlord in monthly installments on the first (1st) day of each succeeding calendar month throughout the Term, with appropriate proration for any partial calendar month of Lease Year, to the ad dress given for Landlord herein, unless Landlord shall give Tenant written notice of a change of address or of the party whom such Rent shall be payable along with written documentation reasonably satisfactory to Tenant of such party’s right to receive pay ment hereunder. Notwithstanding the foregoing, Landlord may, at its election, agree to receive payments in-kind (of personal property or rights of receipt of payments) in lieu of cash payments for any Rent due and payable under this Lease.

This Lease shall be a net lease and all Base Rent and other payments due from and payable by Tenant under this Lease shall be net of all costs and expenses relating to the ownership, management, maintenance, repair, preservation, replacement and operation of the Premises and its supporting facilities, and all such costs and expenses paid or incurred during the Term including, but not limited to, taxes (including Real Estate Taxes, as defined below) and all insurance, utilities, reconstruction, repairs and m aintenance and assessments of any kind or nature levied upon the Premises during the Term (collectively, “Operating Expenses”), shall be paid by Tenant directly, in accordance with this Section 4, unless otherwise expressly provided in this Lease. All payments due from and payable by Tenant (including Real Estate Taxes, as defined below) under the Lease shall constitute “Rent” under this Lease and Landlord shall be entitled to exercise all rights and remedies available at law for the nonpayment of Base Rent. Promptly upon written request from Landlord, Tenant shall provide proof of payment of insurance . Except as otherwise provided herein, Tenant shall pay all Rent to Landlord within ten (10) business days after receipt of written notice, together with an invoice and reasonable backup documentation. If Tenant shall fail to pay any Operating Expenses and such failure continues for thirty (30) days after written notice thereof, then Landlord may proceed to pay such delinquent Operating Expenses and include such amounts in the Rent upon delivery of an additional ten (10) business days’ notice to Tenant specifying that Landlord is taking such action after the 10-business day period.

5. Taxes.

A. Definition. The term “Real Estate Taxes” shall mean all general real estate taxes, general assessments, special assessments and other ad valorem taxes, rates and levies paid upon or with respect to the Premises for a calendar year of a portion thereof to any gove rnmental agency or authority and all charges specifically imposed in lieu of any such taxes . Nothing contained in this Lease shall require Tenant to pay or discharge any local, county, or municipal, state, or federal income, franchise, corporate, estate, inheritance, or succession tax of Landlord other than Real Estate Taxes.

B. Payment of Real Estate Taxes . During the Term, Landlord shall pay any Real Estate Taxes levied against the tax parcel or parcels comprising the Premises (the “ Tax Parcel”). The amount of the Real Estate Taxes shall be included in the total Rent amount to be

4 4164-6728-8362.2

paid monthly by Tenant as set forth in Section 4 herein. Taxes shall be prorated as of the expiration or earlier termination of this Lease, and Landlord shall promptly return to Tenant any overpayment made by Tenant not attributable to the period for which Tenant is required to pay Real Estate Taxes hereunder.

6. Maintenance and Repairs. Tenant shall maintain and keep in good order and repair during the Term (ordinary wear and tear excepted), including replacing to the extent necessary, all exterior and interior elements of the Premises, including, without limitation, the sidewalks, landscaping, driveways, parking areas, doors, windows (including all framing and glass) , and all mechanical, HVAC and electrical, fire/life safety and plumbing systems, and any and all furniture and/or fixtures installed by Tenant. In addition, Tenant will reimburse Landlord for the reasonable, out-of-pocket cost o f any maintenance, repair or replacement occasioned by the actions and/or omissions of Tenant, including the willful misconduct or negligence of Tenant, its agents, officers, directors, contractors, employees, invitees or licensees. All maintenance, repairs and replacements undertaken by Tenant shall be done lien -free and in a good and workmanlike manner consistent with the quality of labor and materials used in similar work in similar building types in the greater Anaheim area and in accordance with all applicable laws and standards. Tenant at its sole expense shall keep sanitary and maintain in good order, conditio n and repair every part of the P remises such that it reflects a clean and orderly appearance with all components functioning to their designed capacity (ordinary wear and tear excepted). If Tenant refuses or neglects to maintain or repair the Premises as required hereunder, and to the reasonable satisfaction of Landlord as soon as reasonably possible after written demand, Landlord shall have the option, but not the obligation, to make such repairs, and upon completion thereof, Tenant shall pay Landlord’s reasonable, out - of-pocket cost for making such repairs, upon presentation of a bill therefor, as Rent.

7. Payment of Utility Bills. Except as otherwise provided herein, Landlord shall have no obligations to supply any services or utilities to the Premises. Tenant will pay directly to the appropriate utility company or governmental agency, when due, all installation and service bills for gas, water, sanitary sewer, electricity, telephone, and other public or private utilities used by Tenant with regard to the Premises.

8. Alterations. During the Term Tenant shall have no right to make any alterations, improvements, or modifications (collectively, “Alterations”) to the Premises. No provision of this Lease shall impose upon Landlord any obligation to care for or preserve any of Tenant’s property left upon the Premises, and Tenant hereby waives and releases Landlord from any claim or liability in connection with the removal of such p roperty from the Premises and the storage thereof.

Landlord’s action or inaction with regard to the provi sions of this Section shall not be construed as a waiver of Landlord’s right to require Tenant to remove its property, restore any damage to the Premises or the Building caused by such removal, and make any restoration required pursuant to this Lease. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease.

9. Mechanics’ Liens. Tenant shall not permit any lien to be filed against the Premises as a result of nonpayment for, or disputes with respect to , labor or materials furnished to the Premises for or on behalf of Tenant or any party claiming by , through, or under Tenant, nor shall Tenant permit any judgment, non-consensual lien or attachment, as applicable, to lie against the Premises. Should any lien of any nature, including , but not limited to , the foregoing, be filed

5 4164-6728-8362.2

against the Premises, Tenant shall, within thirty (30) days after receipt of written notice of such lien, cause said lien to be removed, or otherwise protected against execution during good faith contest, by substitution of collateral, posting a bond therefor, escrowing of adequate funds to cover the claim and related transaction costs or such other method as may be permissible under applicable title insurance regulations and reasonable acceptable to Landlord.

10. Insurance.1
A. Property Damage . Tenant will procure and maintain continuously throughout the Term of this Lease, at Tenant ’s sole cost and expense, insurance on the Premises and the i mprovements issued by an insurance carrier reasonably approved by Landlord , against loss or damage by fire or other casualty with endorsements providing what is commonly known as “special forms peril” or “all-risk” fire and extended coverage, vandalism and malicious mischief insurance, in an amount equal to the full replacement cost thereof with a commercially reasonable deductible; provided, payment of any deductible shall be Tenant ’s responsibility in the event of any claim against such insurance policy or policies. Such insurance shall be subject to Landlord’s reasonable approval. Tenant will procure and maintain all “special causes of loss ” property insurance which it deems necessary for its protection against loss of or damage to any of its property situated on the Premises, and will maintain workers ’ compensation insurance covering Tenant’s employees in amounts required by applicable laws.

B. Liability Insurance. Tenant further covenants and agrees that it will, at its own expense, procure and maintain commercial general liability insurance with a company authorized to do business in the State where the Premises is located, with a combined single limit not less than $ 2,000,000 per occurrence and $ 4,000,000 in the aggregate (which per occurrence limit and general aggregate limit may be satisfied by an umbrella liability policy), protecting Landlord and Tenant against claims, damages, costs or expenses on account of injury to any person or persons, or to any property belonging to any person or persons, or on account of liability arising from premises operations, independent contractors, products and completed operations, and tort liability related to accident or other happening on the Premises during the Term.

C. Policy Provisions. All such insurance will be procured from any insurance company or companies and authorized to do business in the State where the Premises are located and that are reputable insurance carriers. The property insurance policy on the Premises will name Landlord and any mortgagee as a loss payable party as its interests may appear, and the liability policy will name Landlord as an additional insured (solely with respect to claims accruing in respect of this Lease). Such policies will provide that the insurer will provide Landlord written notice not less than ten (10) days before the cancellation or non-renewal of any such policy. To the extent permitted by applicable law, all insurance maintained by Tenant for the protection of Tenant and Landlord will be primary to any insurance provided by Landlord.

D. Waiver of Right of Recover y and Subrogation . Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party of any loss or damage to any building , s tructure, or other tangible property, or any resulting loss of income , or losses under worker’s compensation laws

1 Amounts and types of insurance required under review by Landlord.

6 4164-6728-8362.2

and benefits, even though such loss or damage might have been occasioned by the negligence of such party or its agents or employees if any such loss or damage is covered by insurance benefiting the party suffering such loss or damage ; provided, however, that the provisions of this subparagraph shall apply only to the extent of the ins urance coverage maintained with respect to such loss or damage.

E. Evidence of Insurance. Tenant shall at Landlord’s request, show evidence of aforementioned insurance(s) which may include, at Landlord ’s choice, declaration pages or copies of policies . Tenant within ten (10) days provide such evidence showing certificates of insurance stating that no expiration, cancellation or material changes in the insurance evidenced thereby has occurred.

11. Damages by Fire or Other Casualty.

A. In the event the Premises are damaged by fire or other perils (a “Casualty”), such that the same are rendered unfit for occupancy or in Landlord’s or Tenant’s reasonable judgment, Tenant is unable to occupy the Premises for its Permitted Use , then either Landlord or Tenant may, at its option, terminate this Lease by notifying the other party in writing of such termination within forty-five (45) days after the date of such Casualty ; provided that in the event the Casualty is directly attributable to Tenant’s use or occupation of the Premises, Landlord shall have the exclusive right to determine whether the Premises are rendered unfit for occupancy and/or terminate the Lease . In the case that either party, as applicable, elects to terminate this Lease pursuant to this Section, Tenant will pay the Rent apportioned to the time of damage and will surrender the Premises to Landlord who may enter upon and repossess the same, and Tenant will be relieved from any further liability hereunder except that which expressly survives termination of this Lease.

B. In the event of a Casualty in connection with which the Lease is not terminated pursuant to subsection (A) above, (i) Landlord will be obligated to use commercially reasonable efforts to restore the Premises to the condition in which Landlord furnished same to Tenant upon commencement of the Term as soon as practicable, and (ii) the Rent due hereunder will be equitably abated. All insurance proceeds received on account of any damage to or destruction of the Premises will be paid to Landlord, except for any proceeds related to or arising from (i) Tenant’s business interruption insurance, and (ii) the loss of Tenant ’s Personalty (as defined below) and non-permanent trade fixtures and equipment, each of which will be payable to Tenant.

Notwithstanding anything contained in this Lease to the contrary, in the event of a Casualty covered by the insurance required under Section 10, Tenant shall be responsible for paying any deductible under such policy or policies. Landlord shall not be required to make repairs or replacements of any damage to Tenant’s Alterations or to any Personalty (as defined below) of Tenant. If the Casualty was caused by an act or omission of Tenant, Tenant shall pay Landlord the difference between Landlord’s reasonable out-of-pocket cost of rebuilding and any insurance proceeds received by Landlord.

12. Condemnation.

A. Definition of Taking and Substantial Taking . A “Taking” shall mean any condemnation or exercise of the power of eminent domain by any authority vested with such power

7 4164-6728-8362.2

or any taking for public use, including a private purchase in lieu of condemnation by an authority vested with the power of eminent domain. The “Date of Taking” shall mean the earlier of the date upon which title to the Premises or any portion thereof so taken is vested in the condemning authority or the date upon which possession of the Premises or any portion thereof is taken by the condemning authority. “Substantially all of the Premises” shall mean so much of the Premises as, when taken, leaves the untaken portion unsuitable for the continued feasible and economic operation of the Premises by Tenant for the same purposes as immediately prior to such Taking or as contemplated herein.

B. Tenant’s Ri ghts Upon Substant ial Taking . In the event of Taking of Substantially all of the Premises, either party, at its option upon thirty (30) days written notice to the other party, which shall be given no later than sixty (60) days following the Taking, shall have the right to terminate this Lease . All Rent and other s ums payable by Tenant hereunder shall be apportioned and paid through and including the Date of Taking, and neither Landlord nor Tenant shall have any rights in any compensation or damages payable to the other in connection with such Taking.

C. Tenant’s Rights Upon Less Than Substantial Taking . In the event of a Taking of less than Substantially all of the Premises, Base Rent and other charges shall be reduced fairly and equitably in accordance with the portion condemned or taken, effective as of the Date of Taking, and Tenant shall make all necessary restorations to the Premises, provided that the cost thereof to Tenant shall not exceed the proceeds of Tenant’s condemnation award (to the extent that such relates to the Premises and not to Tenant’s Personalty (defined below), intangibles or out-of- pocket expenses unrelated thereto) and the portion of Landlord’s award allocable to the Premises, which Landlord shall make available to Tenant for such restoration.

D. Compensation Upon Condemnation. In the event of a Taking described in subsection B. or C. above, all compensation awarded for such taking of the fee and leasehold shall belong to and be the property of Landlord without any deduction therefrom for any present or future estate of Tenant and Tenant hereby assigns to Landlord all its right, title, and interest to any such award. However, Tenant shall have the right to recover from the condemning authority such compensation as may be awarded to Tenant on accou nt of interruption of Tenant’s business, for moving and relocation expenses, and for depreciation to and removal of Tenant’s personal property and trade fixtures to the extent the same are taken, and any other items to which Tenant is entitled under applicable law.

13. Assignment and Subletting. Without the prior written consent of Landlord, Tenant may not sublet, assign, transfer, reassign or grant concessions, occupancy or licenses (a “Transfer”) in all or any part of the Premises and any of Tenant’s rights and obligations under this Lease during the Term. Any Transfer without Landlord’s prior written consent shall be void and shall constitute a non-curable breach of this Lease.

14. Use. Tenant shall use a nd operate the Premises for parking and operations of a public bussing service (the “Permitted Use”) and for no other purposes. The Premises shall not be used ( i) for any illegal purpose or (ii) in violation of any recorded easements, restrictions, covenants, zoning or agreements affecting the Premises. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything in or on the Premises that is not

8 4164-6728-8362.2

within the Permitted Use or which will in any way materially increase the existing rate on or affect any fire or other insurance upon the Premises or any of its contents, or cause a cancellation of any insurance policy or policies covering the Premises or any part thereof or any of its contents.

15. Representations, Warranties, and Covenants.

A. Landlord’s Representations , Warranties, and Covenants . Landlord represents, warrants and covenants, as applicable, to Tenant that:
(1) Use of Premises. Tenant may use Premises for the Permitted Use, so long as Tenant is not in default hereunder beyond any applicable cure period. (2) Non-Foreign Entity Attestation. Landlord is not a non-resident alien or foreign corporation, a foreign partnership, foreign trust or a foreign estate (as those terms are defined in the Internal Revenue Code and regulations promulgated there under) and Landlord ’s social security number or federal tax identification number and home or office address are as shown in this Lease. Landlord acknowledges that this attestation may be disclosed to the Internal Revenue Service pursuant to federal law.

B. Tenant’s Representations, Warranties, and Covenants . Tenant represents, warrants and covenants, as applicable, to Landlord that:
(1) Tenant’s Authority . Tenant is a duly constituted limited liability company organized under the laws of the State of California; it has the power to enter into this Lease and perform Tenant ’s obligations hereunder; and the persons executing this Lease on Tenant’s behalf have the right and lawful authority to do so. (2) Notices Affecting the Premises . Tenant shall promptly forward to Landlord any material notice or other c ommunication adversely affecting the Premises received by Tenant from any owner of property adjoining, adjacent to the Premises or from any municipal or gove rnmental authority, in connection with any hearing or other administrative procedure relating to the use or occupancy of the Premises or any such neighboring property.

16. HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS. Landlord and Tenant agree as follows with respect to the existence or use of Hazardous Substances or Hazardous Materials on the Premises:

A. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant or its employees, agents, contractors, or other invitees (each, a “Tenant Party ”) in or about the Premises shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord from and against any liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Premises by Tenant or any Tenant Party.

9 4164-6728-8362.2

B. If the presence of Hazardous Materials on the Premises caused or permitted by Tenant or any Tenant Party results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established as acceptable by a ny governmental agency having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination if required by law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Premises or any part thereof. In this event, Tenant shall be solely responsible for, and shall defend, indemnify and hold Landlord and its agents harmless from and against, all claims, costs and liabilities, including attorneys ’ fees and costs, arising out of or in connection with any investigation and remediation required hereunder to return the Premises to its condition existing prior to the appearance of such Hazardous Materials. Tenant agre es that it shall not deposit, dispose, generate or use any Hazardous Materials in or on the Premises in violation of the applicable Hazardous Material Law s and that is shall otherwise comply with all Hazardous Material Laws at the Premises to the extent required under applicable law.

C. Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (i) any communication received from any governmental authority concerning Hazardous Materials which relates to the Premises, and (ii) any contamination of the Premises by Hazardous Materials which constitutes a violation of any Hazardous Materials Law.

Subject to Section 16.A., Tenant may use necessary quantities of chemicals such as fuel, adhesives, lubricants, and cleaning fluids in order to conduct its business at the Premises and such other Hazardous Materials as are necessary for the operation of Tenant ’s business of which Landlord may request notice prior to such Hazardous Materials being brought onto the Premises and which Landlord consents in writing may be brought onto the Premises. At any time during the Term, Tenant shall, within five (5) days after written request therefore received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant on the Premises, the nature of such use, and the manner of storage and disposal.

D. Landlord may cause testing wells to be installed on the Premises and may cause the ground water to be tested to detect the presence of Hazardous Material by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Tenant if such tests disclose the existence of facts which give rise to liability of Tenant pursuant to its indemnity given in this Section 17.

E. As used herein, the terms “Hazardous Material” or “Hazardous Substance” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The terms “Hazardous Material” or “Hazardous Substance” includes, without limitation, petroleum products, asbestos, PCB ’s, and any material or substance which is (i) defined as a “hazardous waste ” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C. 6903), or (ii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response; Compensation and Liability Act, 42 U.S.C. 9601 et seq. (42 U.S.C. 9601). As used herein, the term “Hazardous Material Law ” shall mean any statute, law, ordinance, or regulation and all federal, state or local laws, ordinances, rules, decrees, orders, regulations or court decisions of any governmental body or agency (including the U.S.

10 4164-6728-8362.2

Environmental Protection Agency) which regulates the use, storage, release or disposal of any Hazardous Material or Hazardous Substance.

F. The obligations of Landlord and Tenant under this Section 17 shall survive the expiration or earlier termination of the Term. The rights and obligations of Landlord and Tenant with respect to issues relating to Hazardous Materials are exclusively established by this Lease. In the event of any inconsistency between any other part of this Lease and this Section 17, the terms of this Section 17 shall control. Tenant shall not generate, use, discharge, dump, release, spill, store, handle, dispose of, on, or transport over the Premises any Hazardous Substances, whether accidentally or intentionally in violation of any the applicable laws. If any proven claim is ever made against Landlord relating to Hazardous Substances introduced by Tenant, or any Tenant Party, all costs of removal incurred by, all liability imposed upon, or damages suffered by Landlord because of the same shall be borne by Tenant, and Tenant agrees to indemnify, defend, and hold Landlord harmless from and against all such costs, liabilities and damages.

17. Right to Enter Premises . Tenant shall permit Landlord and Landlord’s agents to enter the Premises at all reasonable times with at least twenty-four (24) hours’ prior notice, except for emergencies in which no notice shall be required, to inspect the same, to post for sale or lease signs, to show interested parties such as prospective lenders, purchasers or tenants, and to perform its obligations herein. The above rights are subject to Tenant’s reasonable security regulations. In exercising any such rights, Landlord shall make reasonable effort to minimize any disruption of Tenant’s business. Any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of the Premises, or an eviction of Tenant from the Premises or any portion thereof.

18. Expiration of Term and Holding Over . All of the Personalty shall be removed by Tenant within ten (10) days after the expiration or earlier termination of this Lease . Those improvements that are integrated into the physical structure of any portion of the Premises, except the Personalty, shall not be removed and shall become the property of Landlord . Tenant agrees promptly to repair any damage to the Premises occasioned by the removal of the Personalty and to surrender the Premises broom clean , in as good condition as on the Commencement D ate, ordinary wear and tear expected . No holding over by Tenant nor acceptance of Rent or other charges by Landlord shall operate as a ren ewal or extension of the Lease without the written consent of Landlord and Tenant , and in the event of such holding over without the consent of Landlord, this Lease shall continue in force from month to month , subject to all of the provisions hereof and at one-hundred fifty percent (150%) the monthly Base Rent Tenant had been paying during the preceding Lease Year, payable monthly on the first day of such month. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, reasonable out -of-pocket costs (including reasonable attorneys’ fees) actually incurred by Landlord and liability to the extent resulting solely from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom.

19. Events of Tenant’s Default. Any of the following occurrences, conditions or acts by Tenant shall constitute a “Tenant Event of Default ” under this Lease: (a) Tenant’s failure to

11 4164-6728-8362.2

make any payment of money required by this Lease within five (5) business days after the receipt of written notice from Landlord to Tenant that same is overdue; (b) Tenant’s failure to observe or perform any other material provision of this Lease within thirty (30) days after receipt of written notice form Landlord to Tenant specifying such default and demanding that the same be cured; provided that, if such default cannot with due diligence be wholly cured within such thirty (30) day period, Tenant shall have such longer period as is reasonably necessary to cure the default, so long as Tenant proceeds promptly to commence the cure within thirty (30) day period and diligently prosecutes the cure to completion; or (c) if Tenant files a petition in bankruptcy or is adjudicated as bankrupt, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under any present or future Law, or makes an assignment for the benefit of creditors, or if any trustee, receiver, or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed in any action, suit, or proceeding by or against Tenant and such proceeding or action shall not have been dismissed within sixty (60) days after such filing or appointment.

20. Landlord’s Remedies. Upon the occurrence of a Tenant Event of Default, subject to Landlord’s obligation to mitigate all damages, in addition to any and all other remedies which Landlord may have at law and/or in equity , and without Landlord ’s action’s being deemed an election of remedies or a cure of Tenant ’s default, Landlord may: (a) terminate this Lease and thereupon reenter and take possession of the Premises by any means provided by law; (b) without terminating this lease, reenter (by any means provided by law) and re let the Premises for the account of Tenant, upon such terms and conditions as Landlord may deem advisable or satisfactory, in which event rents received for such reletting shall be applied first to the expense of such reletting (including necessary renovations to return the Premises to a condition equivalent to that of its original condition), and thereafter toward payment of all sum due or to become due to Landlord hereunder or (c) to continue this Lease in effect after Tenant’s breach and recover Rent as it becomes due, as described in California Civil Code § 1951.4.

If Landlord elects to terminate this Lease, Landlord has the right to recover from Tenant as damages:
i. the worth at the time of award of all unpaid Rent which had been earned at the time of termination;
ii. the worth at the time of award of the amount by which all unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; iii. the worth at the time of award of the amount by which all unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and
iv. all other amounts necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform all of Tenant’s obligations under this Lease; and

12 4164-6728-8362.2

v. any other amounts, in addition to or in lieu of those listed above, that may be permitted by applicable law.

The “worth at the time of award” of the amounts referred to in clauses (i) and (ii) above shall be computed by allowing interest at the Interest Rate. The “worth at the time of award” of the amount referred to in clause (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Landlord may, at its option, take any action to cure the Tenant Event of Default, without waiving its rights and remedies against Tenant or releasing Tenant from any of its obligations hereunder. All sums paid by Landlord and all necessary costs of such pe rformance by Landlord, together with interest thereon at the Interest Rate from the date of such payment or performance by Landlord, shall be paid by Tenant to Landlord within ten (10) days after written demand.

Landlord shall not in any event be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Premises in excess of the amounts due from Tenant as provided in this Lease, but all such excess shall become the property of the Landlord. Tenant acknowledges and agrees that, notwithstanding the foregoing provisions of this Section, Tenant shall be in default for purposes of Section 1161 of the California Code of Civil Procedure immediately following Tenant’s failure to perform or comply with any covenants, agreements, terms or conditions of this Lease to be performed or observed by Tenant, and that any notices required to be given by Landlord under this Section shall, in each case, be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any similar or successor statute, and shall be deemed to satisfy the requirement, if any, that notice be given pursuant to such section and Landlord shall not be required to give any additional notice to commence an unlawful detainer proceeding. Tenant further acknowledges and agrees that service of a notice in the manner required by this Lease shall replace and satisfy any statutory service -of-notice procedures, including those required by Section 1162 of the California Code of Civil Procedure or any similar or successor statute.

21. Compliance with Applicable Laws. Tenant, at Tenant’s sole cost and expense, shall comply with all applicable requirements , laws, ordinances, rules and regulations of all governmental and quasi -governmental authorities with jurisdiction over the Premises applicable to its use or occupancy of the Premises now in force or which may hereafter be in force or enacted where compliance is necessitated by any Tenant activity or Tenant’s use of the Premises, including but not limited to changes required by any Tenant alterations or any use of the Premises by Tenant (“Applicable Law”) including, without limitation, the Americans with Disabilities Act of 1990, as amended by the Americans with Disabilities Act Amendments Act of 2008 (and the regulations promulgated thereunder) and the Unruh Civil Rights Act, California Civil Code Section 51, and with any reasonable request of any insurance company carrying any insurance on the Premises and any insurance inspection or rating bureau which shall impose any duty upon Landlord or Ten ant with respect to the Premises or the use or occupation thereof, provided such costs or expenses arise from Tenant’s specific use of the Premises.

22. Notices. All notices and other comm unications to be given hereunder shall be in writing and shall be given either by (a) personal delivery (by local courier), (b) first class registered

13 4164-6728-8362.2

or certified mail, return receipt requested, postage prepaid, or (c) overnight delivery service (e.g.

Federal Express), addressed as follows:

If to Landlord:

City of Anaheim
Attention: Rudy Emami, Director
Public Works Department 200 S. Anaheim Blvd., Suite 276 Anaheim, CA 92805
Telephone No: 714-765-5176
Email: [email protected]

With a copy (which will not constitute notice) to:

City of Anaheim
Attention: City Clerk
200 S. Anaheim Blvd, 2nd Floor
Anaheim, CA 92805
If to Tenant:

ATN Asset Holding Company, LLC
1354 S. Anaheim Boulevard
Anaheim, CA 92805
Attn: [__________]

With copies (which will not constitute notice) to:

Cummins & White, LLP
2424 S.E. Bristol Street, Suite 300
Newport Beach, CA 92660
Attn: Fred M. Whitaker
Phone: (949) 852-1800

or at any other address designated by Landlord or Tenant in writing, in the manner set forth in this Paragraph. Any such notice or communication shall be deemed to have been given as of the date of delivery (whether or not received by the person to whose attention notice is directed at such address) if hand delivered, the date of receipt (whether or not received by the person to whose attention notice is directed at such address) if sent by overnight delivery service, or three (3) days after the date of mailing if mailed first class registered or certified.

23. Brokers. Landlord and Tenant each represent and warrant that they have not dealt with any real estate broker or finder with respect to this Lease . Each party shall hold the other party harmless from all damages, claims, liabilit ies or expenses, including reasonable and actual attorneys’ fees (through all levels of proceedings), resulting from any claims that may be asserted against the other party by any real estate broker or finder with whom the indemnifying party either has or is purported to have dealt.

14 4164-6728-8362.2

24. CASp. To Landlord’s actual knowledge, the Premises have not undergone inspection by a Certified Access Specialist (CASp). A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the P remises, provided that if Landlord elects to obtain a CASp inspection, Landlord shall be solely responsibl e for scheduling the inspe ction, such inspection shall not unreasonab ly interfere with Tenant’s operations at the Premises, and Landlord will be responsible for the cost of making any repairs necessary to correct violations of construction-related acce ssibility standards within the P remises. The foregoing verification is included in this Lease solely for the purpose of complying with California Civil Code Section 1938 and shall not in any manner affect Landlord’s and Tenant’s respective responsibilities for compliance with construction-related accessibility standards as provided under this Lease.

25. Miscellaneous.

A. Headings and Gender. All paragraph headings, titles or captions contained in this Lease are for convenience only and shall not be deemed a part of this Lease and shall not in any way limit or amplify the te rms and provisions of this Lease. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires or indicates.

B. Construction. The provisions hereof are to be constructed as covenants and agreements as though the words importing such covenants and agreements were used in each separate paragraph hereof. This Lease is the result of negotiations between Landlord and Tenant, who each had the opportunity to obtain legal advice regarding the same . This Lease shall not be construed for or against Landlord or Tenant on the basis of which party physically served as scrivener of this Lease.

C. WAIVER OF JURY TRIAL. IN THE EVENT OF ANY COURT ACTION

ARISING OUT OF THIS LEASE, EACH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

D. Relationship of Landlord-Tenant. Nothing contained in this Lease shall be deemed or constructed by the parties hereto or by any third person to create the relationship of principal and agent, partnership, joint venture, or any other association between Landlord and Tenant other than the landlord-tenant relationship described herein.

E. Independent Covenants. Tenant’s covenants to pay Rent and other sums due hereunder are independent of Landlord’s covenants hereunder and Tenant shall have no right to withhold any such payments on account of any alleged failure by Landlord to perform or comply with any of Landlord’s covenants.

15 4164-6728-8362.2

F. Limitation of Landlord’s Liability. Notwithstanding anything in this Lease to the contrary, any judgment obtained against Landlord in connection with this Lease or the subject matter hereof shall be limited solely to Landlord’s interest in the Premises and shall be absolutely nonrecourse with respect to Landlord personally and all other assets of Landlord.

G. Supersedes; Entire Agreement; Merger. This Lease supersedes and replaces all prior agreements, oral or written, between Landlord and Tenant. This Lease, including all exhibits hereto (which are hereby incorporated herein by reference for all purposes), contains the full and final agreement of every kind and nature whatsoever between the parties hereto concerning the subject matter of this Lease, a nd all preliminary negotiations and agreements of whatsoever kind or nature between Landlord and Tenant are merged herein. This Lease cannot be changed or modified in any manner other than by a written amendment or modification executed by Landlord and Tenant.

H. Attorneys’ Fees. In the event either party shall commence or be required to commence or defend any action or proceeding against any other party by reason of any breach or claimed breach of any provisions of this Lease, to commence or defend any action or proceeding in any way connected with this Lease o r to seek a judicial declaration of rights under this Lease , the party prevailing in such action or proceeding shall be entitled to recover from or to be reimbursed by the other party for the prevailing part y’s reasonable and actual attorney’s fees and costs through all levels of proceedings.

I. Partial Invalidity. If any provisions of this Lease or the application thereof to any person or circ umstance shall be deemed invalid or unenforceable, the remainder of this Lease and its application to other persons or circumstances shall not be effected by such partial invalidity but shall be enforced to the fullest extent permitted by law as though such invalid or unenforceable provisions was never a part hereof.

J. Consents. Except as otherwise expressly provided in this Lease, any consent or approval granted by either party hereunder shall be deemed a consent only as to the matter on which such consent was requested, shall not waive the consenting party’s right to give or withhold consent to any subsequent matter and shall not be unreasonably withheld , delayed or conditioned.

K. Holidays. If the day on which rent or any other payment due hereunder is payable falls on a Sunday or on a legal holiday, it shall be payable on the following business day.

L. Applicable Law. This Lease shall be construed in accordance with the laws of the state wherein the Premises is located, and the parties agree that jurisdiction for all actions hereunder shall lie therein, excluding that jurisdictions choice of law rules.

M. Successors and Assigns. Except as otherwise expressly provided herein, all rights, obligations and liabilities herein given to or imposed upon any party hereto shall extend to the permitted successors and assigns of such party.

N. Counterparts. This Lease may be executed in one or more identical counterparts, and as so executed by all parties hereto shall constitute a single instrument for purposes of the effectiveness of this Lease.

16 4164-6728-8362.2

O. Waiver. If either Landlord or Tenant fails to insist on the strict observance by the other of any provisions of this Lease, neither shall thereby be precluded from enforcing nor be held to have waived any of the obligations, past present or future, of this Lease . Either party may accept late payment or performance by the other without waiving any Event of Default which may then have accrued.

P. Confidentiality. Tenant and Landlord shall preserve the confidentiality of the substance of this transaction; provided however, that such information may be disclosed to the parties respective developers, banks, lawyers, accountants, employees, agents, brokers or any other persons acting on behalf of the parties (collectively refe rred to herein as “agents”) so long as the disclosing party implements such systems and controls necessary to ensure compliance by such agents with the confidentiality agreement set forth herein.

Q. Exculpation; Mutual Indemnities. Except to the extent arising from the negligence or willful misconduct of the Landlord or the Landlord Parties (as hereinafter defined), Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises from any cause whatsoever and agrees that Landlord, its subsidiaries, affiliates, partners, subpartners, members and their respective officers, direc tors, shareholders, partners, agents, invitees, licensees, servants, employees, and inde pendent contractors (collectively, “ Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Except to the extent arising from the negligence or willful misconduct of Landlord or the Landlord Parties, Tenant shall indemnify, defend and hold Landlord and the Landlord Parties harmless from all claims, losses, liability, actual, out-of-pocket costs, damage or expense, including reasonable attorneys’ fees (collectively, “Claims”) arising from Tenant’s or its agents’ or employees’ use or occupancy of or conduct of business, or from any activity, work, or things done, permitted, or suffered by Tenant in, on, or about the Premises, any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or ari sing from any negligence of the Tenant, or any Tenant Party. Tenant will, at its cost and expense, defend any and all claims, suits or actions which may be brought against Landlord or in which Landlord may be impleaded as a result of such act and/or omission. The provisions of this paragraph will survive the termination or earlier expiration of this Lease.

26. Effectiveness of Lease . Neither the preparation nor delivery of this Lease by Landlord shall be deemed to be an offer to lease the Premises by Landlord, but shall merely be a part of the negotiations between Landlord and Tenant . Neither Landlord nor Tenant shall have any obligation or liability to the other whatsoever until s uch time as both parties have executed this Lease and each party has been delivered a copy of the executed Lease. [Signatures appear on the following page]

[Signature Page to Lease]
IN WITNESS WHEREOF, the parties have EXECUTED this Lease as of the date first written above.

LANDLORD:

CITY OF ANAHEIM, a California municipal
corporation and charter city

Date: By:

Effective Date Rudy Emami
Director of Public Works

ATTEST:

OFFICE OF THE CITY CLERK

By:
[_________], City Clerk

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

By:

Bryn Morley
Deputy City Attorney

[Signature Page to Lease]
TENANT:

ATN ASSET HOLDING COMPANY,
LLC,
a California limited liability company

Date: By:

4164-6728-8362.2

EXHIBIT “A”

LEGAL DESCRIPTION OF PREMISES

EXHIBIT E – PAGE 1

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS
This ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this “Assignment “) is executed as of the ___ day of ______________, 202__ (“Assignment Date”), by and between ATN ASSET HOLDING COMPANY, LLC, a California limited liability company (“Assignor”), and CITY OF ANAHEIM, a California municipal corporation and charter city (“Assignee”).

R E C I T A L S :

A. Assignor and Assignee are parties to that certain Agreement for Sale of Property and Joint Escrow Instructions dated as of [____________] (the “Agreement”),pursuant to which Assignor agreed to sell to Assignee, and Assignee agreed to purchase from Assignor the Property. Capitalized terms used herein and not separately defined shall have the same definitions as set forth in the Agreement.

B. Assignee has acquired fee title to the Real Property from Assignor on the Assignment Date. Assignor now desires to assign and transfer to Assignee all of Assignor’s rights and interests in and to all warranties and guarantees provided to Assignor by vendors and/or contractors with respect to the real and personal property described in Schedule 1 hereto (collectively, the “Contracts”).

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment and Assumption. Effective as of the Assignment Date, Assignor hereby grants, transfers, conveys, assigns and delegates to Assignee all of its rights and interests of Assignor in, to and under the Contracts that are set forth in Attachment No. 1 attached hereto and made a part hereof; provided, however, such assignment, transfer and sale shall not include any rights or claims arising prior to the Assignment Date which Assignor may have against any party to the Contracts.

2. No Warranties. Assignor is transferring each of the Contracts to Assignee (to the extent the terms of any of the Contracts do not limit or restrict such right) without any warranty of any kind or nature. This Assignment shall not be construed as a representation or warranty by Assignor as to the transferability or enforceability of the Contracts, and Assignor shall have no liability to Assignee in the event that any or all of the Contracts (a) are not transferable to Assignee or (b) are canceled or terminated by r eason of this Assignment or any acts of Assignee.

Notwithstanding any provisions of this Ass ignment to contrary effect, Assignor is released and exonerated from any duties, liabilities or obligations with respect to the Contracts which arose prior to the transfer of such Contracts.

3. Dispute Costs. In the event of any dispute between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party ’s costs and expenses of such dispute, including, without limitation, reasonable attorneys’ fees and costs. Any such attorneys ’ fees and other expenses incurred by either party in enforcing a judgment in its favor under this Assignment shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys’ fees obligation is intended to

EXHIBIT E – PAGE 2
be severable from the other provisions of this Assignment and to survive and not be merged into any such judgment.

4. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall, taken together, be deemed one document.

5. Survival. This Assignment and the provisions hereof shall inure to the benefit of and be binding upon the parties to this Assignment and their respective successors, heirs and permitted assigns.

6. No Third Party Beneficiaries . Except as otherwise expressly set forth herein, Assignor and Assignee do not intend, and this Assignment shall not be construed, to create a third-party beneficiary status or interest in, nor give any third-party beneficiary rights or remedies to, any other person or entity not a party to this Assignment.

7. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [SIGNATURES CONTINUE ON FOLLOWING PAGE]

EXHIBIT E – PAGE 3
IN WITNESS WHEREOF, the parties Assignor and Assignee have duly executed this Assignment as of the day and year first above written.

ASSIGNEE:

BUYER:

CITY OF ANAHEIM , a California municipal
corporation and charter city

Date: By:

Effective Date Rudy Emami
Director of Public Works

ATTEST:

OFFICE OF THE CITY CLERK

By:
[_______], City Clerk

APPROVED AS TO FORM:

ROBERT FABELA, CITY ATTORNEY

By:

Bryn Morley
Deputy City Attorney

ASSIGNOR:

ATN ASSET HOLDING COMPANY, LLC
a California limited liability company

Date: By:

EXHIBIT E – PAGE 4
SCHEDULE 1

SCHEDULE OF CONTRACTS
[To be inserted]

Anaheim City CouncilMay 5, 2026

Anaheim City Council
May 5, 2026