1. Agreement for Sale of Property — Anaheim City Council, August 25, 2026

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ASSESSOR PARCEL NO.: 082-461-40
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 dated for identification only as of August 25, 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. That 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 1213 and 1227 S. Claudina, 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.

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E. Charging Infrastructure Assets. The Real Property contains a 514 kW solar canopy and EV charging hub, commonly known as “The Charge,” that was constructed for the purpose of charging Seller’s electric buses, which are no longer in operations. In connection with The Charge, Seller’s affiliate, Anaheim Transportation Network, entered into several agreements with BP Pulse Fleet North America Inc., a Delaware corporation ("BP Pulse") or entities affiliated with BP Pulse, which agreements are set forth in that certain Termination and Release Agreement dated June 25, 2026 between Anaheim Transportation Network and BP Pulse (collectively, the “BP Pulse Agreements”) to manage and maintain the charging system and infrastructure. In addition, Seller’s affiliate, Anaheim Transportation Network, and REC ATN, LLC, a Delaware limited liability company previously entered into that certain Solar Power Purchase Agreement dated as of August 28, 2020 (the “REC Solar Agreement”) under which REC ATN would own, operate and maintain the solar canopy (the BP Pulse Agreements, the REC Solar Agreement and all ancillary contracts related thereto are collectively referred to as the “Charging Infrastructure Contracts”). Seller is in negotiations with REC Solar and has completed negotiations with BP Pulse to provide for the complete termination of the Charging Infrastructure Contracts and transfer of ownership of the Charging Infrastructure Assets to Seller prior to the Closing (collectively, the “Charging Infrastructure Contracts Terminations”). In the event that Seller, BP Pulse and REC Solar cannot agree to mutually agreeable Charging Infrastructure Contracts Terminations (that are also satisfactory to Buyer), 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).

F. 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 improvement 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 Ten Million Two Hundred Sixty Five Thousand Dollars ($10,265,000) (the “Purchase Price”). The Purchase Price shall be paid by Buyer and credited at the Closing as follows:

A. Buyer will cause to be paid to Seller, pursuant to that certain Memorandum of Understanding Between the City of Anaheim and the Anaheim Tourism Improvement District Transportation Committee Regarding the Purchase of Certain Transit Property, dated of even date herewith (the “MOU”), ATID Purchase Funds (as defined in the MOU) in the sum of $______________ [to be inserted] in cash, certified cashier’s check payable to the Escrow Agent, or by electronic transfer of federal funds through escrow; and
B. A portion of the Purchase Price shall be paid by the full and final cancellation, and satisfaction of that certain Amended and Restated Promissory Note secured by Deed of Trust dated April 10, 2020 by and between Buyer and Seller in the principal

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amount of $7,405,000 (the “City Loan”) along with the accrued but unpaid interest (and unpaid installments) which has been estimated to be $8,689,539.48 on the Outside Closing Date. The actual sum due shall be verified and adjusted as necessary prior to the Closing to account for any installment payments and accrued interest as of the actual Closing Date. 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. TERMINATION OF OPTION AGREEMENT. Buyer and Seller are parties to that certain Option Agreement dated April 10, 2020, and recorded in the Official Records on April 10, 2020 as Instrument No. 2020000163501 (the “Option Agreement”). The parties desire to formally terminate the Option Agreement by way of a Notice of Termination of Option Agreement (“Notice of Termination of Option”) in order to provide notice of the termination, and in such form approved by Seller’s legal counsel and the City Attorney’s Office of the City of Anaheim, to be executed by the parties and recorded in the Official Records at Closing.

4. TITLE REVIEW AND TITLE INSURANCE POLICY; UCC SEARCH.

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 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”). Buyer shall, at its option and at its expense, conduct UCC searches covering Seller and the Property (the “UCC Searches”).

B. Title Review and Cure. Buyer shall have ten (10) 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 of Buyer’s approval or disapproval of the matters reflected in the Title Report and the UCC Searches (“Buyer’s Title Notice”). 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

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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 writing.

Anything to the contrary notwithstanding, and unless waived by Buyer, 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, including, obtaining UCC-3 releases or partial releases as to the Property for the following California Secretary of State UCC filings related to other borrowing by Seller from the lenders indicated below (the “Other ATN Loans”):
(a) Financing Statement
Document Number: 75218600002
Filing Number: 18-7685164137
(Bank of the West); and
(b) Financing Statement
Document Number: 89734530002
Filing Number: 20-7785293548
(U.S. Small Business Administration)
, 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 proceeds 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 Property, in the amount of the Purchase Price, subject only to the Permitted Exceptions (as hereinafter defined), name Buyer as the insured; have a 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

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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 Date 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 Seller or any other party possessing rights with respect to the Real Property; and (iii) the following Contracts: all written and oral contracts of 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 (iii), the “Seller’s Deliverables”). For purposes of clarity, Contracts does not include the Charging Infrastructure Contracts. 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 any 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

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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 September 25, 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 tenants of such inspections and coordinate with such tenants 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 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

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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 inspections 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 (iii) 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 parties, the implementation of the RAP may occur subsequent to the Closing. 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.

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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 elected 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 make 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 shall 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.

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 Effective 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.

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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 the 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. ii. Option Termination. One (1) original of the Notice of Termination of Option, duly executed and acknowledged by Seller.
iii. UCC Release Documents. UCC-3 releases as to the Property for security instruments associated with the Other ATN Loans, duly filed with the California Secretary of State, unless otherwise waived in writing by the Buyer.
iv. Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller. v. Certificate of Non-Foreign Status. One (1) original of the Certificate of Non- Foreign Status, duly executed and acknowledged by Seller.

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vi. 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 D, duly executed by Seller. vii. Charging Infrastructure Contracts Terminations. Originals, or if the originals are not available, copies of all of the Charging Infrastructure Contracts Terminations or such other documentary evidence of the complete and final termination of the Charging Infrastructure Contracts in such form satisfactory to Buyer’s City Attorney. viii. Proof of Ownership of Charging Infrastructure Assets. Documentary evidence of the Seller’s sole right, title and ownership interest in and to the Charging Infrastructure Assets, such evidence to be in the form satisfactory to the Buyer’s City Attorney. ix. 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. x. 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.
xi. Seller’s Closing Statement. Seller’s Closing Statement, duly executed by Seller.
xii. 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 items 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.

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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.
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 D, duly executed by Buyer. iii. City 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 the City Loan.
iv. Option Termination. One (1) original of the Notice of Termination of Option, duly executed and acknowledged by Buyer.
v. 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. vi. 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. vii. Buyer’s Closing Statement. Buyer’s Closing Statement, 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 items 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

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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 or before September 30, 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 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 October 15, 2026, with notice to Seller no later than September 28, 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; (b) accrued but unpaid interest on the City Loan from the Effective Date to the Proration Date (as defined below), and (c) 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

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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.
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 submit to the Secretary of State UCC-3 releases for security instruments associated with the City Loan; vii. Record the Notice of Termination of Option in the Official Records; viii. Cause the Title Company to issue the Title Policy for the Property; and ix. 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

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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 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 designated 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

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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. 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 existed. 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.

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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 exception 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 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 of 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

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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 Resource 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.

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, regulations 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 Buyer in writing.

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“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 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

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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 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.

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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.

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 of 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); provided, however, that no such default shall be deemed to have occurred unless and until Buyer has given Seller written notice of the default,

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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 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 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
Phone: (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

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

ATN Asset Holding Company, LLC
Attn: Araceli Castaneda, Managing Director
1354 S. Anaheim Boulevard
Anaheim, CA 92805
Cummins & White, LLP
Attn: Fred M. Whitaker
2424 S.E. Bristol Street, Suite 300
Newport Beach, CA 92660
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.

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 shall 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.

Page 23 ends

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 24 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
By: ANAHEIM TRANSPORTATION
NETWORK, a California non-profit
corporation
Its: Manager
Date: By:

Name:

Title:
[Signatures continue on next page.]

Page 25 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
APPROVED AS TO FORM:

By:

Leibold McClendon & Mann, P.C.

Special Counsel

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

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

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL 1, AS SHOWN ON EXHIBIT "B" OF CITY OF ANAHEIM LOT LINE ADJUSTMENT NO.

LLA-0000799, RECORDED JULY 9, 2021 AS INSTRUMENT NO. 2021000442782, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEING THAT CERTAIN PARCEL OF LAND IN THE CITY OF ANAHEIM, COUNTY OF

ORANGE, STATE OF CALIFORNIA, DESCRIBED IN A GRANT DEED TO THE ANAHEIM HOUSING AUTHORITY, RECORDED JULY 30, 2019 AS INSTRUMENT NO. 2019000276815,

OF OFFICIAL RECORDS OF SAID COUNTY, TOGETHER WITH THAT CERTAIN PARCEL OF

LAND DESCRIBED IN A GRANT DEED TO THE ANAHEIM HOUSING AUTHORITY, RECORDED JULY 30, 2019 AS INSTRUMENT NO. 2019000276813, OF OFFICIAL RECORDS OF SAID COUNTY.

LOT 7, THE SOUTHERLY 58.536 FEET OF LOT 8 AND THE NORTHERLY 80.00 FEET OF LOT 6 ALL OF TRACT NO. 3351, FILED IN BOOK 110, PAGES 5 THROUGH 7, INCLUSIVE, OF MISCELLANEOUS MAPS.

APN: 082-461-40
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 $0.00* *Conveyance is to an exempt governmental entity or political subdivision (Revenue &
Taxation Code § 11922).
□ 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 CO. 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:

EXHIBIT B – PAGE 2
See Exhibit A attached hereto and incorporated by reference herein.

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 and Grantee hereby stipulate, and it is the Grantor’s and Grantee’s intent, that the real property shall remain burdened with the following easements in favor of Grantee in its separate municipal capacity of providing utility services, which easements are more particularly described by reference to the certain instruments described in the Official Records of the County of Orange and are hereby incorporated herein by reference, as follows:

1. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: City of Anaheim
Purpose: Public utilities
Recording Date: February 20, 1963
Recording No.: Book 6439, Page 525, of Official Records Affects: That portion of said land as shown therein.

2. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: City of Anaheim
Purpose: Public utilities
Recording Date: November 29, 1963
Recording No.: Book 6824, Page 656, of Official Records EXHIBIT B – PAGE 3
Affects: That portion of said land as shown therein.

Grantor:

ATN ASSET HOLDING CO. LLC,
a California limited liability company
By: ANAHEIM TRANSPORTATION
NETWORK, a California non-profit
corporation
Its: Manager
Date: By:

Name:

Title:

Grantee:

CITY OF ANAHEIM, a California municipal
corporation and charter city
Date: By:

Rudy Emami
Director of Public Works
[Certificate of Acceptance
required for recording]

EXHIBIT A TO GRANT DEED

LEGAL DESCRIPTION OF PROPERTY