Agenda Report — Cerritos City Council, September 28, 2026

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P.O. BOX 3130 • CERRITOS, CALIFORNIA 90703-3130 1111 ®
TO:

FROM:

INITIATED BY:

DATE:

SUBJECT:

BACKGROUND
PHONE: (562) 860·03 I I • CERRITOS.GOV

AGENDA REPORT
Honorable Mayor and Members of the City Council
Robert A. Lopez, City Manager 'J2)G
Kristin Aguila, Assistant City Manager�.:. 0
Sabrina Chan, Director of Communityb�ment�
Kiana Miranda, Economic Development Manager l<JV) l 1;J,J September 28, 2026

APPROVAL OF A REQUEST FOR CITY CONSENT TO THE

ASSIGNMENT OF A GROUND LEASE, APPROVAL OF AN
2008

ESTOPPEL CERTIFICATE, AND APPROVAL OF A FIRST

AMENDMENT TO THE GROUND LEASE IN CONNECTION WITH

THE ASSIGNMENT OF THE GROUND LEASE INTERESTS OF TWO
(2) CERRITOS TOWNE CENTER OFFICE PROPERTIES LOCATED
AT 12900 PARK PLAZA DRIVE AND 12911 183RD STREET,
CERRITOS, CALIFORNIA, 90703 FROM CERRITOS CORPORATE

CENTER PROPERTY OWNER, LLC, A DELAWARE LIMITED
LIABILITY COMPANY, ACTING THROUGH ITS COURTAPPOINTED RECEIVER, TO CERRITOS CORPORATE OWNER, LLC, A DELAWARE LIMITED LIABILITY COMPANY (APN 7030-011-
923).

On August 24, 1998, the Cerritos Redevelopment Agency ("Agency") executed a ground lease ("Ground Lease") as owner, lessor, and landlord with Commonwealth/Cousins I, LLC, a Delaware limited liability company, for two (2) Cerritos Towne Center office properties located at 12900 Park Plaza Drive and 12911 183rd Street, Cerritos, California 90703 ("Leased Premises") (see Exhibit 1, Land Use and Location Map). Pursuant to a 1998 Cooperation Agreement between the Agency and the City of Cerritos ("City"), the City assumed responsibility for management of the Ground Lease and acquired certain rights thereunder, including the right to receive certain ground rents. Subsequently, in connection with redevelopment dissolution, the City Council approved the transfer of the Agency's remaining interest in Ground Lease rents and its reversionary ownership interest to the City.

As such, the City assumed full ownership of the property subject to the Ground Lease and became the successor Landlord under the Ground Lease.

Following the original execution of the Ground Lease, the Ground Lessee interest was transferred to Maguire Macquarie-Cerritos I, LLC in 2006, to 12900 Park Plaza Drive Holdings, LLC through a deed in lieu of foreclosure in 2014, and to SFI Cerritos, LLC in 2016. In August 2018, following City Council approval, SFI Cerritos, LLC assigned the LYNDA P. JOHNSON
MAYOR
MARK E. PULIDO

MAYOR PRO TEM

JENNIFER HONG

COUNCILMEMBER
SOPHIA M. TSE

COUNCILMEMBER

FRANK AURELIO YOKOYAMA

COUNCILMEMBER
1 2
Estoppel Certificate - APN 7030-011-923
September 28, 2026

Page 2 ends

Ground Lessee interest to Cerritos Corporate Center Property Owner, LLC, a Delaware limited liability company ("Current Ground Lessee").

On February 5, 2026, the Superior Court of California for the County of Contra Costa entered an order appointing David Kieffer of Stapleton Group as receiver ("Receiver") over the improvements and leasehold interest held by the Current Ground Lessee. The receivership order expressly excludes the City's fee ownership interest in the underlying real property and authorizes the Receiver, subject to the approvals identified in the order, to manage and sell the leasehold interest.

On April 28, 2026, the Receiver entered into an Agreement of Purchase and Sale and Joint Escrow Instructions ("Purchase Agreement") with Cerritos Corporate Owner, LLC, a Delaware limited liability company ("Prospective Ground Lessee"), for the proposed acquisition of the leasehold interest. The Purchase Agreement, as subsequently amended, requires City approval of the Ground Lease assignment and delivery of a City estoppel certificate as conditions to closing.

ANALYSIS
As mentioned, the leasehold interest is presently under the possession and control of the Receiver pursuant to the February 5, 2026 court order. The Receiver now proposes to sell and assign the leasehold interest to the Prospective Ground Lessee in accordance with the Purchase Agreement and the requirements of the receivership court.

The Ground Lease requires the existing Ground Lessee to obtain written City consent prior to completing the proposed assignment. In accordance with Section 8.2.1 of the Ground Lease, the City's consent may not be unreasonably withheld. The Ground Lease further provides that the City may reasonably refuse to consent if the proposed transfer would result in a tenant that is not: (i) financially responsible; (ii) of good standing and repute; or (iii) able to demonstrate the capability to manage or provide for the management of developments containing improvements of a size and character comparable to the improvements located on the Leased Premises.

To assist the City in evaluating the proposed assignment, the Prospective Ground Lessee submitted information regarding its proposed ownership structure, financial resources, and real estate management experience. The submitted materials identify the Prospective Ground Lessee as a joint venture between affiliates of Cress Capital Partners, LLC ("Cress") and Tryperion Holdings ("Tryperion") and state that the acquisition will be funded with equity capital.

Cress is a real estate operator, investor, and fund manager founded in 2012 with experience acquiring, managing, owning, and operating office and industrial properties. Cress reports that it has owned more than 4.5 million square feet of property and invested more than $300 million of equity capital. Cress also has prior experience in Cerritos, having acquired leasehold interests in five (5) Cerritos Towne Center office properties in 2018. Tryperion is a real estate private equity firm founded in 2013 with experience investing in and managing office and other commercial properties. Tryperion reports that it has invested in and managed more than $2 billion in assets through funds totaling more than $300 million.

City staff and the City Attorney's office have reviewed the information submitted by the Prospective Ground Lessee and the proposed transaction documents in order to evaluate 3 Estoppel Certificate - APN 7030-011-923
September 28, 2026

Page 3 ends

compliance with the requirements of the Ground Lease. Through the course of this analysis, staff has determined that the Prospective Ground Lessee is suitably qualified to perform the responsibilities of the Ground Lease and operate the Leased Premises. In addition, staff has determined that the requirement of financial responsibility is also met by the prospective tenant.

PROPOSED TRANSFER
In order to facilitate completion of the proposed transaction, the Receiver and the Prospective Ground Lessee are requesting the City's execution of a Ground Lessor Estoppel Certificate and Consent Agreement ("Estoppel and Consent"). Execution of the Estoppel and Consent would provide the City's consent to the proposed assignment and allow the Receiver and the Prospective Ground Lessee to proceed with the documents necessary to complete the transfer of the Ground Lessee interest. The City's consent would apply only to the proposed assignment and would not constitute approval of any future transfer.

In connection with the proposed transfer, the Current Ground Lessee, acting through the Receiver, and the Prospective Ground Lessee would execute an Assignment and Assumption of Ground Lease ("Assignment and Assumption"). Pursuant to the Assignment and Assumption, the Prospective Ground Lessee would acquire the existing leasehold interest and assume the applicable obligations of the tenant under the Ground Lease.

FIRST AMENDMENT TO THE GROUND LEASE
In addition to the aforementioned documents, at the direction of the Cerritos City Council, an Amendment to the Ground Lease (''First Amendment") is proposed to be executed for the potential buyer to reimburse the City for all reasonable costs and expenses related to the processing of the current and any future approvals, ground lease amendments, consents, and estoppels in connection with the Ground Lease, including all fees for City staff and the City Attorney for such transactions. Per the First Amendment, such fees and expenses are required to be paid by the ground lessee/tenant no later than five (5) days of the City's written request for such payment. As such, upon the execution of the First Amendment, and the aforementioned documents associated with the transfer and assignment of the ground lease and ground lease interest, the City will provide the new ground lessee/tenant with a written request for payment of all costs and expenses incurred in connection with the current ground lease assignment.

CONCLUSION
Upon completion of the proposed assignment, Cerritos Corporate Owner, LLC will become the tenant and Ground Lessee under the existing Ground Lease. The proposed assignment will not affect the City's fee ownership of the underlying properties. The City will retain ownership of the properties and maintain its right to receive rent under the Ground Lease, generating approximately $530,000 in ground lease revenue each year.

At this time, the Receiver and the Prospective Ground Lessee are formally requesting that the City, as Landlord, provide written consent to the proposed assignment of the Ground Lessee interest from Cerritos Corporate Center Property Owner, LLC to Cerritos Corporate Owner, LLC and authorize execution of the related transaction documents. 4 Estoppel Certificate - APN 7030-011-923
September 28, 2026

Page 4 ends

RECOMMENDATION
The following is recommended to the City Council:

1. Authorize the City Manager, or his designee, to execute the document(s) to facilitate, acknowledge, and consent to the transfer of the Ground Lessee interest in the Cerritos Towne Center office buildings located at 12900 Park Plaza Drive and 12911 183rd Street, in such form as the City Manager shall deem appropriate, including any estoppel certificates, assignment consent, ground lease amendments, or related implementing documentation required or appropriate in connection with completion of such assignment, in the forms attached hereto or such other form as the City Manager shall deem appropriate.

Exhibit List

1. Land Use and Location Map

2. First Amendment to Ground Lease

3. Ground Lease Estoppel Certificate and Consent to Assignment

4. Assignment and Assumption of Ground Lease
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EXHIBIT 1

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Exhibit 1
6 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Cerritos
18125 Bloomfield A venue
Cerritos, CA 90703
Attention: City Manager
(Above Space For Recorder's Use Only)

FIRST AMENDMENT TO

CERRITOS TOWNE CENTER GROUND LEASE
12900 Park Plaza Drive and 12911 183rd Street
This FIRST AMENDMENT TO CERRITOS TOWNE CENTER GROUND LEASE (this "Amendment") is made and entered into effective as of _____ _ , 2026 by and between THE CITY OF CERRITOS, a municipal corporation ("Landlord"), and CERRITOS CORPORATE OWNER, LLC, a Delaware limited liability company ("Tenant").

A. Landlord, as successor-in-interest to The Cerritos Redevelopment Agency, and Tenant, as successor in-interest to Cerritos Corporate Center Property Owner, LLC, a Delaware limited liability company, are parties to that certain Cerritos Towne Center Ground Lease (L.A.

Cellular Parcel) dated August 24, 1998 (the "Ground Lease"), a Memorandum of which Ground Lease was recorded on November 9, 1998, in the Los Angeles County Recorder's Office ("Recorder's Office") as Instrument Number 98-2119771, for certain premises more particularly described therein.

B. Landlord and Tenant desire to amend the Ground Lease as more particularly set forth below.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the parties agree as follows:

1. Defined Terms. Any capitalized term used but not defined in this Amendment shall have the same meaning given to such term in the Ground Lease.

2. Conditions to Obtaining Leasehold Mortgage. Without limiting or waiving in any way any of the other requirements set forth in Section 7.2 of the Ground Lease, Landlord and Tenant hereby agree that the principal balance of any Leasehold Mortgage hereafter recorded against the Leased Premises securing a Leasehold Mortgage made to Tenant shall not exceed a loan-to-value ratio of seventy-five percent (75%) as of the date on which such Leasehold Mortgage is recorded against the Leased Premises, as evidenced by a contemporaneous third party appraisal that was accepted by the EXHIBIT 2
7 Lender in connection with such Leasehold Mortgage. For purposes of such loan-to-value ratio calculation, amounts committed to be funded by such Lender in the future for Tenant's future out of pocket leasing expenditures and capital improvements shall be excluded from the initial principal balance of the loan. Landlord and Tenant agree that the provisions of this Section 2 shall only apply to the period during which the named Tenant which is a party to this Amendment (and not its successor or assignee) is the Tenant under the Ground Lease.

3. Amendment Expenses and Other Lease Administration Expenses. Tenant hereby agrees to reimburse Landlord for its reasonable out-of-pocket costs and expenses related to entering into this Amendment or any further amendment to this Ground Lease. Landlord and Tenant also hereby agree to the following additional amendments with respect to Landlord's recovery of reasonable out-ofpocket costs and expenses:

The Fourth paragraph of Section 8.3 is hereby restated in its entirety to read as follows:
"In order to enable Landlord to adequately investigate the proposed Transferee's qualifications, Tenant shall pay within five (5) days of Landlord's written request therefor, all reasonable out-of-pocket costs and expenses incurred by Landlord in connection with the investigation of the proposed Transferee, including attorneys' fees and costs and all consultant fees.

Notwithstanding the above, Tenant's obligation under this Section 8.3 shall not apply to any Foreclosure by or subsequent Transfer of all of Lender's interest pursuant to Section 7 .3(b ). " And the following sentence is hereby added to the end of Section 15 .18:
"Notwithstanding anything in this Ground Lease to the contrary, in order to provide for recovery of reasonable, out-of-pocket costs and expenses incurred by Landlord in connection with certain requests by Tenant to Landlord related to this Lease as provided below, Tenant shall pay within five (5) days of Landlord's written request therefor, all reasonable out-of-pocket costs and expenses incurred by Landlord, including attorneys' fees and costs and all consultant fees, with respect to any Tenant requests for estoppels, subordination non-disturbance and attornment agreements, or other like documents requested of Landlord by Tenant in connection with the administration or operation of this Lease."

4. Full Force and Effect. Except as set forth in this Amendment, the Ground Lease remains in full force and effect. All references in the Ground Lease to this "Lease" or this "Ground Lease" shall be deemed references to the Ground Lease as modified by this Amendment.

5. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall be one and the same instrument. [SIGNATURE PAGE FOLLOWS]
8 IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first set forth above.

LANDLORD:

TENANT:

THE CITY OF CERRITOS,
a municipal corporation
By: ____ _ _________ _
Name:
--- -------- -
Title:

CERRITOS CORPORA TE OWNER, LLC,
a Delaware limited liability company
By: _ _________ _ _
Name:
-----------
Title:
-----------
9 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, _ ___________ , a Notary Public, personally appeared _____________ _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
10 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 docwnent.

State of California
County of _______ _
) )
On
___ _ _ ___ _, before me, ___ ____ ___ __ , a Notary Public, personally appeared _____________ _, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY 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
11 GROUND LESSOR ESTOPPEL CERTIFICATE AND CONSENT AGREEMENT

THIS GROUND LESSOR ESTOPPEL CERTIFICATE AND CONSENT AGREEMENT (this "Certificate"), is entered into as of_____ __, 2026, by THE CITY OF CERRITOS, a municipal corporation, as successor-in-interest to THE CERRITOS REDEVELOPMENT AGENCY ("Ground Lessor"), in favor of CERRITOS CORPORATE OWNER, LLC, a Delaware limited liability company ("Assignee").

RECITALS:

WHEREAS, Ground Lessor's predecessor-in-interest, The Cerritos Redevelopment Agency ("Agency") was originally the owner in fee simple of that certain parcel of land located in the City of Cerritos, County of Los Angeles, State of California (the "Property"), as more fully described in the Ground Lease (as defined below);
WHEREAS, under that certain Ground Lease described on Exhibit A attached hereto (the "Ground Lease"), the Agency did originally lease, let and demise all of the Property to Commonwealth/Cousins I, LLC, a Delaware limited liability company, whose leasehold interest in the Ground Lease was subsequently assigned to various successors, and Cerritos Corporate Center Property Owner, LLC, a Delaware limited liability company (the "Ground Lessee"), is the current owner of the leasehold interest under the Ground Lease; WHEREAS, Ground Lessee intends to assign its interest in the Ground Lease to the Assignee pursuant to the form of Assignment of Ground Lease attached as Exhibit B hereto (the "Assignment"); and
WHEREAS, Ground Lessee desires that Ground Lessor confirm certain matters with respect to the Ground Lease for the benefit of Assignee and Assignee's lender and such lender's successors and assigns. Unless otherwise defined in this Certificate, all defined terms used in this Certificate shall have the meaning set forth in the Ground Lease.

NOW, THEREFORE, the undersigned hereby certifies the following to be true, correct and complete:

1. The Ground Lease is now in full force and effect and has not been modified or amended except as set forth on Exhibit A hereto. Exhibit A attached hereto is a true, complete and correct description of the Ground Lease, together with all amendments, restatements, assignments and modifications thereto.

2. The term of the Ground Lease expires on March 8, 2087.

3. To the Ground Lessor's actual knowledge, Ground Lessee is the current and sole tenant under the Ground Lease, and Ground Lessor has received no notice of any assignment or sublease by Ground Lessee with regard to its ground lease interest in the Property. The term "actual knowledge of Ground Lessor," or "Ground Lessor's actual knowledge" or any phrase of similar import used herein with respect to Ground Lessor, shall mean the actual knowledge then possessed, without further investigation or inquiry, of the City Manager of Ground Lessor, provided that EXHIBIT 3
12 reference to such individual shall not impose any personal liability thereon with respect to this Certificate.

4. To the Ground Lessor's actual knowledge and subject to the qualifications set forth in paragraph 7 below, there is no present default or event of default under the Ground Lease, the DOA or the CC&Rs, or any event which with the giving of notice, passage of time, or both would constitute a default or an event of default under the Ground Lease, the DDA or the CC&Rs.

5. Subject to the qualifications set forth in paragraph 7 below, Ground Lessor has no actual knowledge of any claims by the Ground Lessor against Ground Lessee with respect to performance under the Ground Lease, the DOA or the CC&Rs, and no outstanding notices of any nature have been given by Ground Lessor to the Ground Lessee in connection therewith.

6. To the Ground Lessor's actual knowledge and subject to the qualifications set forth in paragraph 7 below, Ground Lessee has fully performed all of its obligations under the Ground Lease, the DDA and CC&Rs that were due to be performed on or before the date hereof.

7. To Ground Lessor's actual knowledge, the amount of Annual Rent presently due under the Ground Lease is $527,307.24 per annum, payable in equal monthly installments of $43,942.27 per month. All statements of Lessor with respect to the Annual Rent or any other amounts payable under the Ground Lease are subject to the qualification that Lessor may discover additional information, including through exercise of its audit or review rights after the date of this Estoppel Certificate, and Lessor reserves its rights with respect to recovery of any additional rental payments or other amounts that may be shown to be due as a result of such audit or review. Ground Lessor acknowledges that the "BOMA Expense Factor used in Section 3.3.18 of the Ground Lease is based upon the BOMA Experience Exchange Report, which ceased publication after 2020 due to COVID, among other reasons, and the last publication was based upon 2019 data, with the "TOTAL OPER+FIX" expenses incurred with respect to suburban office buildings between 100,000 to 299,999 square feet (which is what the BOMA Expense Factor is based upon) for 2019 reported at $14.79 per square foot for 2019 (the "Base PSF Expense Amount"). Because no comparable successor BOMA publication has been available, for the calendar years 2020 through 2026, Ground Lessee has been adjusting the Base PSF Expense Amount used to calculate the BOMA Expense factor by changes in the Conswner Price Index for All Urban Consumers (CPIU) Los Angeles-Long Beach-Anaheim since 2019, and Ground Lessor agrees that, notwithstanding anything to the contrary set forth in the Ground Lease, Assignee and its successors may continue to do so.

8. To Ground Lessor's actual knowledge, and subject to the qualifications set forth in paragraph 7 above, no payments are presently past due or owing under the Ground Lease which remain unpaid, and all payments under the Ground Lease, including the monthly installment of Annual Rent, have been made through _____ I, 2026, and there is no moratorium or other postponement or forgiveness of any payments required under the Ground Lease except as may be expressly set forth by its terms.

9. To the actual knowledge of Ground Lessor, Ground Lessee has no obligation to construct any additional improvements on the Property, and all improvements on the Property, including the Required Improvements and the Additional Improvements, have been constructed in 2 13
compliance with the terms of the Ground Lease, the DDA, the CC&Rs. the Scope of Development, the Master Plan and any other Plans approved by Ground Lessor. Ground Lessor has issued and recorded a Certificate of Completion for the Required Improvements pursuant to Section 5.7(a) of the Ground Lease. Ground Lessor acknowledges that it has received a request from Assignee to issue and record a Certificate of Completion for the Additional Improvement pursuant to Section

5.7(d) of the Ground Lease, and Ground Lessor shall do so within fifteen (15) Business Days after the date of this Certificate.

10. Ground Lessor has no right or option to acquire any interest in the improvements located on the property subject to the Ground Lease in its capacity as Ground Lessor other than upon the expiration or earlier termination of the Ground Lease pursuant to its terms.

11. There are no offers outstanding made to Ground Lessor for the purchase of Ground Lessor's interest in the Ground Lease or for the Property.

12. To the Ground Lessor's actual knowledge, there are no actions, voluntary or otherwise, pending or threatened against Ground Lessor under any bankruptcy, reorganization, insolvency or similar federal or state law.

13. To Ground Lessor's actual knowledge, Ground Lessor has not received any written notice of violation of law from any governmental authority pertaining to the Property which has not been addressed.

14. Ground Lessor hereby approves and consents to the execution and recordation of the Assignment of the Ground Lease between Ground Lessee and Assignee in the form of Exhibit B attached to this Certificate, and acknowledges that the consummation of the Assignment pursuant to this Certificate shall not constitute a default under the Ground Lease, and Ground Lessor agrees to execute, notarize and deliver the Consent to Assignment attached thereto. Ground Lessee and Assignee acknowledge, covenant and agree that this Assignment is subject to and does not waive or limit in any manner any of the terms, provisions, conditions or restrictions ("Terms") of the Ground Lease, and that Assignee's assumption of the Ground Lease is subject to all obligations thereunder regardless of when arising or accruing subject only to such estoppel as may be provided by Ground Lessor with respect thereto in this Certificate. The parties do further acknowledge and agree that approval of the assignment described herein shall not constitute consent to or approval of any other "Transfer" ( as defined in Section 8 of the Ground Lease) and each such other Transfer shall be undertaken in compliance with all of the Terms of the Ground Lease, including any requirements for approval by the Ground Lessor and/or the City of Cerritos.

15. To Ground Lessor's actual knowledge, the Shared Parking Agreement between Ground Lessor and Developer under the DDA dated September 1, 1998, has expired in accordance with its terms.

16. Until notified in writing to the contrary by a party in accordance with the Ground Lease, all notices required under the Ground Lease shall be sent to the following addresses:
3 14
If to Ground Lessor:

CITY OF CERRITOS
Attention: L..f _____ _,]
If to Ground Lessee:

Cerritos Corporate Owner, LLC c/o Cress Capital Partners, LLC 4000 MacArthur Boulevard
Suite 600 East Tower
Newport Beach, CA 92660
Attention: Ryan Parkin

17. This Certificate shall be governed by the laws of the State of California. 18. The undersigned has the full right, power and authority to execute this Ground Lessor's Estoppel Certificate and Consent Agreement on behalf of Ground Lessor.

This Certificate is delivered to Assignee in connection with the Assignment, and may be relied upon by Assignee and Assignee's lender, and such lender's successors and assigns. The foregoing certifications are only for the benefit of Assignee and its applicable lender as identified above and such lender's successors and assigns, and may not be relied upon by any other person or entity for any purpose without separate written authorization from Ground Lessor. The statements set forth above are made as of the date of execution set forth below, and Ground Lessor has no duty to update the statements set forth herein for any changes after the date hereof. This Certificate may only be used to estop Ground Lessor from asserting a position inconsistent with the statements set forth herein and shall not be used as a basis for imposing any affirmative obligation or liability on Ground Lessor. This Certificate is executed by Ground Lessor solely in its capacity as the Ground Lessor under the Ground Lease and shall not impact, limit or affect in any way the exercise of any rights or responsibilities of Ground Lessor in its municipal capacity.

The delivery of an executed counterpart of this Certificate by facsimile or as a PDF or other electronic format shall constitute effective delivery of the Certificate for all purposes with the same force and effect as the delivery of an original, executed Certificate. [SIGNATURE PAGE FOLLOWS]
4 15
IN WITNESS WHEREOF, the undersigned as Ground Lessor has executed this Certificate as of the date set forth above.

THE CITY OF CERRITOS
By:

Name:
--- -----
Title:
5 16

EXHIBIT A

GROUND LEASE
Cerritos Towne Center Ground Lease (L.A. Cellular Parcel), dated as of August 24, 1998, by and between The Cerritos Redevelopment Agency, a public body corporate and politic, as lessor ("Landlord"), and Commonwealth/Cousins I, LLC, a Delaware limited liability company, as lessee ("Original Tenant"), as evidenced by that certain Memorandum of Lease, dated August 24, 1998 and recorded on November 19, 1998 as Instrument No. 98-2119771 in the Official Records of Los Angeles County, California (the "Official Records"), as amended by that certain First Amendment to Cerritos Towne Center Ground Lease, by and between Landlord and Assignee. 17 EXHIBITB

FORM OF ASSIGNMENT

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Greenberg Traurig LLP
IO I Second Street, Suite 2200
San Francisco, CA 94105-3668
Attention: Randall C. Single, Esq.

APN: 7030-011-923 SPACE ABOVE THIS LINE FOR RECORDER'S USE The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX$ _________ _, CITY TRANSFER TAX $ SURVEY MONUMENT F=E=E'""$,-------------- [ ] computed on the consideration or full value of property conveyed, OR [ ] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area;
[ X ] City of Cerritos
ASSIGNMENT AND ASSUivtPTION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment"), is made as of October _, 2026 (the "Effective Date"), by and between CERRITOS CORPORATE CENTER PROPERTY OWNER, LLC, a Delaware limited liability company ("Assignor") and CERRITOS CORPORATE OWNER, LLC, a Delaware limited liability company ("Assignee"), with respect to the following facts and circumstances:

WHEREAS, The CITY OF CERRITOS, a municipal corporation ("Landlord") and Assignor are parties to that certain Cerritos Towne Center Ground Lease (L.A. Cellular Parcel) dated as of August 24, 1998, (the "Ground Lease") originally by and between CERRITOS REDEVELOPMENT AGENCY, a public body corporate and politic, and COMMONWEALTH/COUSINS I, LLC, a Delaware limited liability company, a memorandum of which was recorded on October 30, 1998, in the Official Records of Los Angeles County, California ("Official Records"), as Instrument No. 1998-2119771: the assignment of the Ground Lease is evidenced by (i) an assignment recorded January 12, 2006 as Instrument No. 2006- 0079106 of the Official Records, (ii) that certain Grant Deed in Lieu of Foreclosure and Assignment and Assumption of Ground Lease recorded on January 21, 2014, as Instrument No. 2014-0062749 of the Official Records, (iii) an Assignment and Assumption of Leasehold Interest recorded January 8, 2016, as Instrument No. 2016-0023125 of the Official Records; and (iv) an Assignment and Assumption of Ground Lease recorded August 30, 2018 as Instrument No. 20180878784 of Official Records.

WHEREAS, the Ground Lease covers certain real property and all improvements located thereon having an address of 12900 Park Plaza Drive and 12911 183rd Street, Cerritos, California, as more particularly described in Exhibit "A" attached hereto and incorporated by reference 18 (the "Property").

WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume, all of the Assignor's right, title and interest as ground lessee in and to the Ground Lease, including, without limitation, title to the improvements located thereon during the term of the Ground Lease and all rights and privileges appurtenant thereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby transfers, grants, conveys and assigns to Assignee all of Assignor's right, title and interest in, to and under the Ground Lease, including, but not limited to, any and all of Assignor's right, title and interest in and to its Ground Lease interest in the Property and all improvements located upon the Property and all rights and privileges appurtenant thereto, and all rents, issues and profits under the Ground Lease to the extent accruing from and after the Effective Date.

2. Assumption. Assignee accepts the foregoing assignment of the Ground Lease and hereby assumes and agrees to perform all of the liabilities, duties, obligations, covenants, representations and warranties of the Assignor under the Ground Lease, to the extent accruing from and after the Effective Date.

3. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

4. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be one and the same instrument, for the same effect as if all parties had signed the same signature page. The signature page of this Assignment may be detached from any counterpart of this Assignment without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Assignment identical in form hereto but having attached to it one or more different signature pages.
[remainder of page intentionally left blank; signature pages follow] 19 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first above written.

ASSIGNOR:

CERRITOS CORPORATE CENTER

PROPERTY OWNER, LLC,
a Delaware limited liability company
By: David Kieffer of Stapleton Group, the court
appointed Receiver for Cerritos Corporate
Center Property Owner, LLC pursuant to the Order Appointing and Confirming Receiver entered by the Superior Court for Contra Costa
County on February 5, 2026, in proceeding No.

C25-03322
By:

Name: David Kieffer
Title: Authorized Representative
[SIGNATURE PAGE FOLLOWS]
20 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
-------- - - )
)
County of _________
On
____________ , before me, ____________ _
Notary Public, personally appeared------------------~
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERWR Y under the laws of the State of ______ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ____________ _ (Seal)
[SIGNATURE PAGE FOLLOWS]
21 ASSIGNEE:

CERRITOS CORPORA TE OWNER, LLC
By:

Name:
------------
Ti tie:

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

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

WITNESS my hand and official seal.

Signature _________ ___ _ (Seal)
22 CONSENT TO ASSIGNMENT
City, acting in its capacity as Landlord under the Ground Lease, hereby consents to Assignor's assignment of the Ground Lease to Assignee and Assignee's assumption of the duties of the Assignor with respect thereto. Assignor and Assignee acknowledge, covenant and agree that this Consent to Assignment is subject to and does not waive or limit in any manner any of the terms, provisions, conditions or restrictions ("Terms") of the Ground Lease, including, without limitation, Landlord's rights and remedies under the Ground Lease against Assignee with respect to any obligations of the Tenant (as defined in the Ground Lease) arising or accruing prior to the Effective Date of this Assignment. The parties do further acknowledge and agree that approval of the assignment described herein shall not constitute consent to or approval of any other "Transfer" (as defined in Section 8.2 of the Ground Lease) and each such other Transfer shall be undertaken in compliance with all of the Terms of the Ground Lease, including any requirements for approval by the Landlord or the City of Cerritos. Concurrent with the recordation of this Assignment, Landlord hereby releases Assignor from aU Iiabilities, obligations and responsibilities under the Ground Lease to the extent first arising on or after the Effective Date. This Consent is executed by City solely in its capacity as the Landlord under the Ground Lease and shall not impact, affect or limit in any way the exercise of any rights or responsibilities of Landlord in its municipal capacity.

CITY OF CERRITOS,
a municipal corporation
By:-------------- Name: ____________ _
Title:
-------------
23 (Seal)
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
---------- )
)
County of _________ __,
On ____________ , before me, ____________ _
Notary Public, personally appeared __________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of _______ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ____________ _ (Seal)
24 EXHIBIT "A"
Legal Description of Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CERRITOS,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: PARCEL 4 OF PARCEL MAP NO. 17993, IN THE CITY OF CERRITOS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 203, PAGES 11 TO 18 INCLUSIVE AND AMENDED IN BOOK 229, PAGES 89 TO 96 INCLUSIVE, BOTH OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT FROM THAT PORTION OF SAID LAND INCLUDED WITHIN THE LAND

DESCRIBED IN THE HEREINAFTER MENTIONED DEED, ALL OIL, GAS

HYDROCARBONS, AND OTHER MINERALS, WHETHER SIMILAR TO THOSE HEREIN

SPECIFIED OR NOT, WITHIN OR UNDERLYING, OR THAT MAY BE PRODUCED FROM

SAID LAND, WITH THE SOLE AND EXCLUSIVE RIGHT TO DRILL SLANTED WELLS

FROM ADJACENT LANDS INTO AND THROUGH, AND TO DEVELOP MINES AND

CONSTRUCT TUNNELS, SHAFTS AND OTHER WORKS IN AND THROUGH THE

SUBSURFACE OF SAID LAND FOR THE PURPOSE OF RECOVERING SAID MINERALS

OR ANY OF THEM FROM SAID LAND OR FROM OTHER PROPERTY, OR BOTH,

PROVIDED, HOWEVER, THAT GRANTOR SHALL NOT HAVE THE RIGHT TO USE THE

SURFACE OF SAID LAND OR THAT PORTION OF THE SUBSURFACE THEREOF LYING ABOVE A DEPTH OF 500 FEET BELOW THE SURFACE, FOR THE EXPLORATION, DEVELOPMENT, EXTRACTION, REMOVAL OR STORAGE OF SAID MINERALS, AS RESERVED IN THE DEED RECORDED DECEMBER 23, 1965 AS INSTRUMENT NO. 1206 IN BOOK D3155, PAGE 130, OF OFFICIAL RECORDS.

APN: 7030-011-923
25 RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Greenberg Traurig LLP
101 Second Street, Suite 2200
San Francisco, CA 94105-3668
Attention: Randall C. Single, Esq.

APN: 7030-011-923 SPACE ABOVE THIS LINE FOR RECORDER'S USE The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX$ _________ _ CITY TRANSFER TAX $ SURVEY MONUMENT F=E=E,....,$--------------- [ ] computed on the consideration or full value of property conveyed, OR [ ) computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [ ] unincorporated area;
[ X ] City of Cerritos
ASSIGNMENT AND ASSUMJ>TION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this "Assignment"), is made as of ______ , 2026 (the "Effective Date"), by and between CERRITOS CORPORATE CENTER PROPERTY OWNER, LLC, a Delaware limited liability company ("Assignor") and CERRITOS CORPORATE OWNER, LLC, a Delaware limited liability company ("Assignee"), with respect to the following facts and circumstances:

EXHIBIT 4
26 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

3. Successors and Assigns. This Assignment shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

4. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be one and the same instrument, for the same effect as if all parties had signed the same signature page. The signature page of this Assignment may be detached from any counterpart of this Assignment without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Assignment identical in form hereto but having attached to it one or more different signature pages.
[remainder of page intentionally left blank; signature pages follow] 27 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first above written.

ASSIGNOR:

CERRITOS CORPORATE CENTER

C25-03322
By:

Name: David Kieffer
Title: Authorized Representative
[SIGNATURE PAGE FOLLOWS]
28 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
------- - -- )
)
County of _________
On
__________ before me,-----------~
Notary Public, personally appeared -------------- ----~ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________ _ (Seal)
[SIGNATURE PAGE FOLLOWS]
29 ASSIGNEE:

CERRITOS CORPORA TE OWNER, LLC
By:

Name:
-----------
Title:

State of
- --------- )
)
County of _________ ___J
On
_ _ _ ________ ., before me, ____________ _,
Notary Public, personally appeared __________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________ _ (Seal)
30 CONSENT TO ASSIGNMENT
City, acting in its capacity as Landlord under the Ground Lease, hereby consents to Assignor's assignment of the Ground Lease to Assignee and Assignee's assumption of the duties of the Assignor with respect thereto. Assignor and Assignee acknowledge, covenant and agree that this Consent to Assignment is subject to and does not waive or limit in any manner any of the terms, provisions, conditions or restrictions ("Terms") of the Ground Lease, including, without limitation, Landlord's rights and remedies under the Ground Lease against Assignee with respect to any obligations of the Tenant (as defined in the Ground Lease) arising or accruing prior to the Effective Date of this Assignment. The parties do further acknowledge and agree that approval of the assignment described herein shall not constitute consent to or approval of any other "Transfer" (as defined in Section 8.2 of the Ground Lease) and each such other Transfer shall be undertaken in compliance with all of the Terms of the Ground Lease, including any requirements for approval by the Landlord or the City of Cerritos. Concurrent with the recordation of this Assignment, Landlord hereby releases Assignor from all liabilities, obligations and responsibilities under the Ground Lease to the extent first arising on or after the Effective Date. This Consent is executed by City solely in its capacity as the Landlord under the Ground Lease and shall not impact, affect or limit in any way the exercise of any rights or responsibilities of Landlord in its municipal capacity.

CITY OF CERRITOS,
a municipal corporation
By:-------------- Name:
-------------
Tit 1 e: ___________ _
31 (Seal)
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
---------- )
)
County of _________
On
____________ , before me, _ _ __________ _,
Notary Public, personally appeared __________________ _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ________ ____ _ (Seal)
32 EXHIBIT "A"
Legal Description of Property