Agenda Item No. 8f_attach2 Meeting Date: February 11, 2025 PURCHASE AND SALE AGREEMENT Between STOC OWNER, LLC, SELLER, and PORT OF SEATTLE, PURCHASER. Premises: 18000 Pacific Highway South, SeaTac, Washington 17930 Pacific Highway South, SeaTac, Washington 17900 Pacific Highway South, SeaTac, Washington November 15, 2024 507997960.10 TABLE OF CONTENTS Page 1. PURCHASE AND SALE. ...................................................................................................1 2. DUE DILIGENCE. ..............................................................................................................2 3. PURCHASE PRICE AND DEPOSIT. ................................................................................6 4. STATUS OF TITLE. ...........................................................................................................8 5. TITLE INSURANCE; LIENS. ............................................................................................9 6. APPORTIONMENTS........................................................................................................11 7. PROPERTY NOT INCLUDED IN SALE. .......................................................................16 8. COVENANTS OF SELLER. ............................................................................................17 9. ASSIGNMENTS BY SELLER AND ASSUMPTIONS BY PURCHASER; SECURITY DEPOSITS; CONDITIONS TO CLOSING. ................................................19 10. CONDITION OF THE PROPERTY; REPRESENTATIONS. .........................................23 11. DAMAGE AND DESTRUCTION....................................................................................32 12. CONDEMNATION. ..........................................................................................................34 13. BROKERS AND ADVISORS. .........................................................................................36 14. Reserved. ............................................................................................................................37 15. TRANSFER TAXES AND TRANSACTION COSTS. ....................................................37 16. DELIVERIES TO BE MADE ON THE CLOSING DATE..............................................37 17. CLOSING DATE...............................................................................................................40 18. NOTICES. ..........................................................................................................................40 19. DEFAULT BY PURCHASER OR SELLER. ...................................................................42 20. FIRPTA COMPLIANCE. ..................................................................................................43 21. ENTIRE AGREEMENT. ...................................................................................................44 22. AMENDMENTS. ..............................................................................................................44 23. WAIVER............................................................................................................................44 507997960.10 Page 24. PARTIAL INVALIDITY. .................................................................................................44 25. SECTION HEADINGS. ....................................................................................................44 26. GOVERNING LAW. .........................................................................................................44 27. PARTIES; ASSIGNMENT AND RECORDING. ............................................................44 28. CONFIDENTIALITY........................................................................................................45 29. FURTHER ASSURANCES. .............................................................................................45 30. THIRD PARTY BENEFICIARY. .....................................................................................46 31. JURISDICTION AND SERVICE OF PROCESS.............................................................46 32. INTENTIONALLY OMITTED. .......................................................................................46 33. MISCELLANEOUS. .........................................................................................................46 34. ATTORNEYS' FEES. .......................................................................................................47 35. ADDITIONAL CONDITIONS TO CLOSING.................................................................47 36. EXCULPATION................................................................................................................49 37. TIME OF ESSENCE. ........................................................................................................50 - ii 507997960.10 Schedules A. B. B-1. C. C-1. C-2. D. E. F. G. H. I. Description of the Land Rent Roll List of Leases Property Information List of Contracts Index of Datasite List of Security Deposits Arrearage Schedule Litigation Tenant Improvement Costs and Payable Commissions Notice of Environmental Law Violations Purchaser's Title Notice Exhibits 1. 2. 3. 4. 5. 6. 6.1. 6.2 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. Escrow Agent's Wire Instructions Form of Deed Form of Bill of Sale Form of Notice to Tenants Form of FIRPTA Affidavit Form of Assignment and Assumption of Leases and Contracts Form of Assignment and Novation Agreement Form of Amendment to Service Contracts Form of Omnibus Assignment and Assumption Agreement Forms of Tenant Estoppel Certificates Default Notices Letter to Ground Lessors and Airspace Lessor Assignment and Assumption of Ground Lease Assignment and Assumption of Airspace Ground Lease Form of Ground Lease Lessor Estoppel Certificate Form of Airspace Lease Assignment Consent Form of Deed of Improvements Form of Representation Update - iii 507997960.10 THIS PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the 15th day of November, 2024 ("Effective Date") between STOC OWNER, LLC, a Delaware limited liability company, having an address c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101, Attn: Matt Simo ("Seller") and Port of Seattle, a Washington municipal corporation, having an office at 2711 Alaskan Way, Seattle, WA 98121 ("Purchaser"). WITNESSETH: WHEREAS, Seller is the owner and holder of the ground leasehold estate created pursuant to that certain Amended and Restated Ground Lease, dated January 1, 2016, by and between Boysen & Boysen, L.L.C. ("Ground Lessor") and STOC, LLC, a Delaware limited liability company (the "Ground Lease") and more particularly described in Schedule A attached hereto (the "Boysen Property"); WHEREAS, Seller is the owner and holder of the airspace leasehold estate, created pursuant to that certain Airspace Lease, dated as of March 1, 2008, a Memorandum of Lease for which was recorded January 27, 2010, under recording number 20100127000900 and re-recorded February 3, 2010 under recording number 20100203000851 (the "Airspace Lease"), and more particularly described in Schedule A attached hereto (the "Airspace Property"); WHEREAS, Seller is the owner and holder of the fee simple estate in and to that certain real property more particularly described on Schedule A attached hereto (the "Bow Lake Property"; together, with the Boysen Property and the Airspace Property, the "Land"); WHEREAS, Seller is the owner and holder of the fee simple estate (subject to reversionary interests in favor of the lessor, where applicable) in and to all buildings, fixtures and all other improvements located on the Land (collectively, the "Building"; together, with the Land, the "Premises"); WHEREAS, Seller desires to sell the Property (as hereinafter defined) to Purchaser, and Purchaser desires to purchase the Property from Seller, upon and subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 1. PURCHASE AND SALE. (a) Seller shall sell, assign and convey to Purchaser, and Purchaser shall purchase and assume from Seller, subject to the terms and conditions of this Agreement: (i) all right, title and interest of the tenant under the Ground Lease, all right, title and interest of the tenant under the Airspace Lease, fee simple title and interest to the Bow Lake Property; (ii) all of Seller's other right, title and interest in and to the Premises, including the fee simple estate in and to the Building; (iii) the fixtures, furnishings, furniture, equipment, machinery, inventory, appliances and other personal property owned by Seller, located at the Premises (collectively, the "Personalty"); (iv) the Leases (as hereinafter defined) in effect on the Closing Date (subject to Section 8); (v) the 1 507997960.10 Assumed Contracts (as hereinafter defined), and the transferable licenses, permits, guaranties and warranties relating to the Property in effect on the Closing Date; (vi) the leasing and contract files and records associated with the Premises; (vii) all right, title and interest of Seller in and to all minerals, oil, gas and other hydrocarbon substances on and under the Land and all rights related thereto; (viii) all rights, privileges, easements and appurtenances now or hereafter pertaining to the Land and the Building, if any, including, without limitation, all rights of Seller as owner of the Land and Building in and to all operating agreements, reciprocal easement agreements, benefits, tenements, hereditaments, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the Land and the Building and all air, development and zoning rights or privileges, roads, alleys, strips and gores within or bounding the Land, and rights of ingress and egress thereto; (ix) all of Seller's right, title and interest, if any, in and to, all, intangible personal property related to the Premises, in each case, to the extent assignable without cost to Seller, including, without limitation, rights to the names "International Place," "SeaTac Office Center," any other name under which the Property is currently or was previously operated and any derivations of any of the foregoing, rights to any domain name associated with the Premises, any twitter or "X" handle or feed or facebook page related to the Premises and any other intellectual property or social media domain names/links related to the Premises, but expressly excluding any trademarks and related intellectual property of any third party property manager or affiliate of Seller not used exclusively in connection with the Premises, all goodwill, together with Seller's interest (if any) in and to any guarantees, licenses, approvals, certificates, permits, plans and specifications, floor plans, CAD files, software and software files, drawings and warranties relating to the Premises or the Personalty, to the extent assignable (collectively, the "Intangible Property"). The items described in clauses (i)-(ix) above are sometimes referred to hereinafter, collectively, as the "Property." (b) The parties hereto acknowledge and agree that the value of the Personalty is de minimis and that no part of the Purchase Price is allocable thereto. Although it is not anticipated that any sales tax shall be due and payable, Purchaser agrees that Purchaser shall pay any and all sales and/or compensating use taxes (if any) imposed upon or due in connection with the transfer of the personal property composing part of the Property under applicable laws, but subject to any exemptions that may be available to Purchaser as a municipal corporation or otherwise. Purchaser shall file any necessary tax returns with respect to all such taxes and, to the extent required by applicable law, Seller will join in the execution of any such tax returns. The provisions of this Section 1(b) shall survive the Closing. 2. DUE DILIGENCE. (a) Purchaser, or any Purchaser's Representatives (as hereinafter defined), at its sole cost and expense, shall have the right, commencing on the Effective Date and expiring upon the earlier to occur of (I) termination of this Agreement or (II) the Closing, to (i) arrange and obtain appraisal reports, engineering and environmental reports, (ii) conduct such other investigations, inspections, analyses, surveys, tests, examinations, studies and appraisals of the Property and (iii) examine such of Seller's records relating to the Property and its operations, including, without limitation, the Ground Lease, the Airspace Lease, the Leases, any L/Cs (as hereinafter defined), all of the service, maintenance, supply, and other agreements in effect as of the Effective Date relating to the operation of the Property which are set forth on Schedule C-1 attached hereto (the "Contracts"), in each case, as Purchaser deems necessary or desirable to 2 507997960.10 determine if the Property is suitable for Purchaser's purposes. The materials set forth in Schedules C which are in Seller or Seller's property manager's possession or control and the materials set forth in Schedule C-1 have been uploaded to a Sharefile site (the "Datasite"). The materials set forth in Schedule C and C-1, together with all other materials uploaded to the Datasite by and on behalf of Seller during the Due Diligence Period (as hereinafter defined) are referred to herein, collectively, as the "Property Information." An index of the materials contained in the Datasite as of the Effective Date is attached hereto as Schedule C-2. Purchaser shall treat all Property Information as strictly confidential except to the extent such materials are believed to be required to be disclosed to comply with law, independently developed by Purchaser or any Purchaser's Representative without use of any confidential material, are generally available to the public other than as a result of a disclosure by Purchaser or any Purchaser's Representative, or become available to Purchaser on a non-confidential basis from other sources not known by Purchaser to be subject to confidentiality obligations to Seller; provided, however, that notwithstanding the foregoing, Purchaser shall be permitted to contact any governmental or quasigovernmental bodies or agencies having jurisdiction over Seller, the Property or any portion thereof in connection with routine due diligence of the zoning status of the Property or whether a governmental body has any record of any existing violation of law on or about the Property. Notwithstanding the foregoing, Purchaser's confidentiality obligations under this Section 2(a) are subject and subordinate to its public disclosure obligations and responsibilities pursuant to the Washington Public Records Act, Chapter 42.56 RCW (the "PRA"). Seller acknowledges that any Property Information and related records may be subject to PRA disclosure, and that compliance with the PRA and related disclosures, with respect to the Property Information and related records, shall be in Purchaser's sole and absolute discretion. Such confidentiality obligation shall survive the termination of this Agreement (but not the Closing) for a period of one (1) year. (b) During the Due Diligence Period, Purchaser may terminate this Agreement, and all of its obligations hereunder, if Purchaser is not satisfied with the results of its due diligence inspections or for any or no reason, in Purchaser's sole and absolute discretion, on or before the expiration of the Due Diligence Period, by giving Seller written notice. In the event that Purchaser determines to proceed with this Agreement, Purchaser shall deliver to Seller a notice of approval (the "Due Diligence Approval Notice") on or before 5:00 P.M. SeaTac, WA time on or before Effective Date (such date, the "Due Diligence Expiration Date"), with the period of time starting from the Effective Date and ending on the Due Diligence Expiration Date being referred to herein as the "Due Diligence Period." If no such Due Diligence Approval Notice has been given to Seller on or before the expiration of the Due Diligence Period, Purchaser shall be conclusively deemed to have terminated this Agreement. If Purchaser shall have terminated or be deemed to have terminated this Agreement pursuant to this Section 2(b), Escrow Agent (as hereinafter defined) shall promptly return to Purchaser the Deposit and interest thereon, if any, and this Agreement shall thereafter be null and void and of no further force or effect except with respect to those matters expressly stated to survive the cancellation of this Agreement. (c) Until the earlier to occur of (i) cancellation of this Agreement, or (ii) Closing, upon Purchaser's reasonable request, Seller shall make available to Purchaser all of Seller's books and records relating to the Property, including but not limited to, to the extent existing, title reports, easements, ALTA surveys, Leases, Contracts, warranties, maintenance and repair records, environmental reports and building plans. 3 507997960.10 (d) Purchaser shall schedule and coordinate all inspections of the Property or other access with Seller and shall give Seller at least twenty-four (24) hours prior notice thereof. In conducting any inspection of the Property or otherwise accessing the Property, Purchaser agents, and Purchaser's employees, consultants, inspectors, appraisers, engineers, contractors and lenders (collectively "Purchaser's Representatives") shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser's Representatives shall (i) unreasonably interfere with the business of Seller (or tenants of the Property) conducted on any part of the Property or (ii) damage the Property. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser's Representatives in furtherance of the foregoing. Seller shall be entitled to have a representative present at all times during each such inspection or other access. For the avoidance of doubt, Seller understands that Purchaser is a current tenant of the Property pursuant to that certain Triple Net Lease Agreement between Purchaser and Seller's predecessor-in-interest dated May 6, 2015 (as amended from time to time, and together with any new or replacement lease entered into between Purchaser and Seller, collectively, the "Existing Purchaser Lease"). Nothing in this Agreement shall limit or otherwise apply to Purchaser's use and occupancy of the Premises in accordance with the terms of the Existing Purchaser Lease in the ordinary course. (e) Purchaser shall not be permitted to conduct any invasive testing of the Property without the prior written consent of Seller, which may be granted or denied in its sole and absolute discretion. Without limiting the foregoing, if such testing is consistent with recommendations made by Purchaser's environmental or engineering consultants and such testing is being undertaken solely to identify and investigate a suspected existing condition on the Property, then provided that Purchaser obtains Seller's consent (which may be granted or denied in its sole and absolute discretion), Purchaser shall be permitted to conduct such invasive testing subject to the requirements of this Section 2. Until Closing or earlier termination of this Agreement, Purchaser shall maintain, and shall cause each of its authorized agents, contractors, consultants and representatives who inspect, investigate, test or evaluate the Property on behalf of Purchaser (collectively, the "Purchaser Parties") to maintain, in effect the following insurance: (a) comprehensive general liability (occurrence) insurance in an amount no less than $1,000,000 per occurrence and $2,000,000 general aggregate and on terms satisfactory to Seller covering any accident arising in connection with the presence of Purchaser or the other Purchaser Parties on the Property, (b) comprehensive automobile liability insurance with limits of $1,000,000 for personal injury to, or death of, any one or more persons in any one accident, and $1,000,000 for property damage in any one or more accidents, and (c) workers' compensation in accordance with the requirements of applicable state law. Each insurance policy (i) must be issued by an insurance company which is authorized to do business in the respective state where the Property is located with an A.M. Best rating of A-V or higher, and (ii) must name Seller as, in respect of any claim covered by the indemnity of Purchaser in Section 2(g) below, additional insured on a primary and non-contributory basis, except with respect to workers' compensation policies. Upon request by Seller, Purchaser and any Purchaser Parties shall furnish to Seller a certificate of insurance evidencing the required coverage prior to Purchaser's first entry upon the Property. Seller's right to indemnity from Purchaser under this Agreement shall in no way be limited to the amount recoverable under Purchaser's insurance policies. Any deductible or self-insured retention amount required under the policies set forth in this Section 2(e) will not be borne by Seller in any way. 4 507997960.10 (f) At any time prior to the expiration of the Due Diligence Period, Purchaser may deliver written notice to Seller of any Contracts that Purchaser desires to have terminated at or prior to Closing, at Seller's sole cost and expense (each, the "Service Contract Termination Notice"). If Purchaser delivers the Service Contract Termination Notice as aforesaid, then, with respect to the Contracts identified therein, Seller shall send an effective notice of termination to the applicable counterparty on or before the Closing Date, with such termination to be effective on or prior to the Closing Date. All Contracts listed on Schedule C-1 and not listed in the Service Contract Termination Notice shall be deemed approved by Purchaser and shall be assigned to and assumed, collectively, by Purchaser at the Closing (collectively, the "Assumed Contracts") pursuant to the Assignment and Assumption of Leases and Contracts, attached hereto as Exhibit 6, and, individually, by an Assignment and Novation Agreement in substantially the form attached hereto as Exhibit 6.1 (each, an "Assignment and Novation Agreement"), but only to the extent each vendor agrees to enter into such Assignment and Novation Agreement. Purchaser shall have no obligation with respect to any service Contract not listed on Schedule C1. The procedures set forth in this Section 2(f) shall not apply to the Property Management Agreement (as hereinafter defined), which may be assumed by Purchaser pursuant to Section 8(b)(xi). Purchaser acknowledges that Purchaser has elected not to deliver a Service Contract Termination Notice prior to the expiration of the Due Diligence Period, and that all Contracts listed on Schedule C-1 will be Assumed Contracts. (g) Access to and use of the Property by the Purchaser and Purchaser Parties shall be at Purchaser's sole risk and expense, and Purchaser shall promptly pay when due the costs of all inspections and examinations done by Purchaser with regard to the Property. In no event shall Seller assume any liability or responsibility whatsoever with respect to the conduct and operation of Purchaser's inspection of or any other activity conducted by Purchaser or the Purchaser Parties on the Property. Seller shall have no liability for any death or injury to any person or any damage to any property in connection with the Purchaser's access to the Property or inspection thereof (unless due to the gross negligence or intentional misconduct of Seller or its representatives, partners, members, managers, officers, directors, shareholders, trustees, employees, agents, successors and assigns (collectively, the "Seller Parties")), or for any act, omission or negligence of Purchaser or any of the Purchaser Parties. Purchaser covenants and agrees to indemnify, defend, release, discharge and forever hold harmless Seller and the Seller Parties from and against any and all actions, claims, demands, liabilities, losses, costs (including court costs), damages, awards and expenses (including reasonable attorneys' fees) to the extent arising from the use of or activities upon the Property by Purchaser or any of the Purchaser's Parties pursuant to this Agreement (each a "Claim"), including, but not limited to, costs of remediation, restoration and other similar activities, mechanic's and materialmen's liens and attorneys' fees, arising out of Purchaser activates on the Property, or Purchaser's or any of the Purchaser Parties' entry upon the Property pursuant to this Agreement, except and excluding in all cases (i) to the extent caused by the acts of any of the Seller Parties and (ii) any Claim arising from mere discovery or disturbance of a pre-existing condition of the Property. Purchaser covenants and agrees to defend, at its own expense, the Seller Parties from any Claim, whether or not an action in any court of competent jurisdiction is commenced. Seller shall not be responsible for any theft or damage to any materials or other personal property brought onto the Property by Purchaser or the Purchaser's Parties, other than any theft or damage caused by the gross negligence or willful misconduct of any of the Seller Parties. The provisions of this Section 2(g) shall survive termination of this Agreement for a period of one (1) year. 5 507997960.10 (h) To the maximum extent permitted by RCW 64.06, Purchaser expressly waives its right to receive from Seller a seller disclosure statement as provided for in RCW 64.06 (the "Seller Disclosure Statement"). Seller and Purchaser acknowledge that Purchaser cannot waive its right to receive the environmental section of the Seller Disclosure Statement (which is contained in Section 6 of the form) to the extent any of the answers in the environmental section would be "yes". Seller will provide the same, with only such environmental section completed by Seller, to Purchaser within five (5) days after the Effective Date. (i) Notwithstanding anything to the contrary in the foregoing, Purchaser and Seller acknowledge that Purchaser has completed its initial due diligence inspections of the Property prior to the execution and delivery of this Agreement, and that the execution and delivery of this Agreement shall constitute delivery of Purchaser's Due Diligence Approval Notice as provided in Section 2(b) above, which Seller hereby accepts as having been timely delivered by Purchaser. 3. PURCHASE PRICE AND DEPOSIT. The purchase price to be paid by Purchaser to Seller for the Property (the "Purchase Price") is One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00), subject to apportionment as provided in Section 6, payable as follows: (a) By no later than ten (10) business days following the mutual execution and delivery of this Agreement, Purchaser shall deliver Land Services USA, LLC, attention Kristina Porter, as escrow agent (the "Escrow Agent") a wire transfer of immediately available federal funds in the amount of Six Million and 00/100 Dollars ($6,000,000.00) (the "Deposit") to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit 1. In the event that Purchaser fails to timely remit the Deposit, this Agreement shall terminate and, except for obligations of the parties that by the express terms of this Agreement survive termination, shall be of no further force and effect. Except in the event of Seller default or as otherwise provided in this Agreement, the Deposit shall be nonrefundable to Purchaser upon waiver of Purchaser's Due Diligence contingency as set forth in Section 2(b) hereof. (i) A portion of the Deposit in the amount of One Thousand and 00/100 Dollars ($1,000.00) (the "Independent Consideration") shall be earned and payable to Seller, and non-refundable to Purchaser, as independent consideration for the rights and options granted to Purchaser hereunder, including, without limitation, the right and option to inspect the Property and to terminate this Agreement for any or no reason during the Due Diligence Period as provided herein. The Independent Consideration may, at Seller's request, be disbursed to or at the direction of Seller at any time following receipt thereof by Escrow Agent. If Closing occurs, then the Independent Consideration shall be credited toward the Purchase Price in the same manner as the rest of the Deposit. If this Agreement is terminated prior to Closing for any reason, then, notwithstanding any other provision of this Agreement, including Section 3(a)(ii) below, Seller shall be entitled to retain the Independent Consideration. (ii) Upon receipt by Escrow Agent of the Deposit, Escrow Agent shall cause the same to be deposited into an interest bearing escrow account at a reputable bank selected by Escrow Agent, it being agreed that Escrow Agent shall not be liable for (x) any loss of 6 507997960.10 such investment (unless due to Escrow Agent's gross negligence, willful misconduct or breach of this Agreement) or (y) any failure to attain a favorable rate of return on such investment. Escrow Agent shall promptly deliver the Deposit (together with all interest accrued thereon) to Seller or to Purchaser, as the case may be, under the following conditions: (1) The Deposit shall be delivered to Seller at the Closing, it being agreed that Seller and Purchaser shall deliver to Escrow Agent at Closing a statement executed by Seller and Purchaser authorizing that the Deposit, together with all interest accrued thereon, may be released to or at the direction of Seller; or (2) The Deposit shall be delivered to Seller following receipt by Escrow Agent of written demand therefor from Seller stating that Purchaser has failed to close without legal excuse, provided Purchaser shall not have given written notice of objection in accordance with the provisions set forth below; or (3) The Deposit shall be delivered to Purchaser promptly following receipt by Escrow Agent of written demand therefor from Purchaser if such demand is made any time prior to the expiration of the Due Diligence Period; or (4) Subject to subsection (3) above, the Deposit shall be delivered to Purchaser following receipt by Escrow Agent of written demand therefor from Purchaser stating that Seller has defaulted in the performance of its obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit, together with all interest accrued thereon, and specifying the Section of this Agreement which entitles Purchaser to the return of the Deposit, together with all interest accrued thereon; or (5) The Deposit shall be delivered to Purchaser or Seller as directed by joint written instructions of Seller and Purchaser. (iii) Upon the filing of a written demand for the Deposit by Seller or Purchaser pursuant to subsection (2) or (4) above, Escrow Agent shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposit by giving written notice of such objection to Escrow Agent at any time within five (5) business days after such party's receipt of notice from Escrow Agent, but not thereafter. Such notice shall set forth the basis for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the party who filed the written demand for delivery of the Deposit. If Escrow Agent shall have timely received such a notice of objection, Escrow Agent shall retain the Deposit, together with all interest accrued thereon, and thereafter deliver the same to either Seller or Purchaser as Seller and Purchaser shall jointly direct by a statement executed by both of them or as directed by the order of any court of competent jurisdiction; provided Escrow Agent may, at any time a dispute between Purchaser and Seller shall exist as to the disposition of the Deposit, with not less than five (5) days' notice to Seller and Purchaser, surrender said Deposit to a court of competent jurisdiction for such disposition as may be directed by such court. 7 507997960.10 (iv) The parties hereto expressly agree that Escrow Agent is acting as a stakeholder only and shall not be liable to either Seller or Purchaser in connection with its performance as Escrow Agent hereunder, except in the event of bad faith, gross negligence, willful misconduct or intentional disregard or default of this Agreement. Seller and Purchaser both agree to jointly and severally indemnify, defend and hold Escrow Agent harmless from and against any and all loss, cost, liability or expense which is asserted by the parties hereto or any other party against Escrow Agent or to which Escrow Agent may become liable as a result of the performance of its duties hereunder as Escrow Agent, including, but not limited to, the reasonable attorneys' fees of Escrow Agent (including, without limitation, the fees of attorneys employed by Escrow Agent), provided, however, that the foregoing indemnity shall not extend to Escrow Agent's bad faith, gross negligence, willful misconduct, or intentional disregard or default of this Agreement. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section 3(a)(iv); provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to their right to recover such amount as damages from the breaching party. Notwithstanding anything to the contrary contained herein, neither the Liability Floor nor the Liability Cap (as each such term is defined in Section 10(h) below) shall apply to Seller's obligations under this Section 3(a)(iv). (v) Upon delivery of the Deposit, together with all interest accrued thereon, if any, to either Purchaser, Seller or a court of competent jurisdiction under and pursuant to the provisions of this paragraph, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Deposit and any and all of its obligations arising therefrom. (vi) The party receiving the interest on the Deposit shall pay any income taxes thereon. Notwithstanding anything to the contrary contained herein, Purchaser shall be entitled to a credit against the Purchase Price with respect to any interest on the Deposit paid to Seller at Closing, and Purchaser shall pay any income taxes thereon. (vii) or termination of this Agreement. The provisions of this Section 3(a) shall survive the Closing (b) At the Closing, Purchaser shall deliver the balance of the Purchase Price (i.e., the Purchase Price less the Deposit and any interest accrued thereon) to Escrow Agent, as adjusted pursuant to Section 6. (c) All monies payable by Purchaser or Seller under this Agreement, unless otherwise specified in this Agreement, shall be paid by Purchaser or Seller causing such monies to be transferred by wire in immediately available funds (in the case of the payment of the Purchase Price at Closing) to an account designated by Escrow Agent. 4. STATUS OF TITLE. Subject to the terms and provisions of this Agreement, Seller's interest in the Premises shall be sold, assigned and conveyed by Seller to Purchaser, and Purchaser shall, subject 8 507997960.10 to the terms of this Agreement and assume the same, subject to the following (collectively, the "Permitted Encumbrances"): (a) the rights and interests held by tenants pursuant to the Leases (and any persons claiming under or through such tenants) under the Leases in effect at Closing (and any memoranda of lease relating thereto), in each case, as tenants only, with no rights or options to purchase the Land or Building or any part thereof; (b) Property Taxes (as hereinafter defined) which are a lien but not yet due and payable as of the Closing Date; (c) any state of facts disclosed on the Survey (as hereinafter defined), but excluding any items objected to by Purchaser in accordance with this Agreement (unless Purchaser waived or shall be deemed to have waived its objection to such item in accordance with the terms of this Agreement) (collectively, the "Disclosed Survey Items"); (d) the standard printed exclusions from coverage contained in the ALTA form of owners title policy currently in use in the State of Washington, and covenants, restrictions, conditions, easements, reservations, agreements and rights of way of record but excluding any items objected to by Purchaser in accordance with this Agreement (unless Purchaser waived or shall be deemed to have waived its objection to such item in accordance with the terms of this Agreement), and also excluding any of the foregoing that can be removed upon the delivery of an Owner's Title Affidavit (as hereinafter defined), if Purchaser elects to obtain an extended coverage Title Policy (as hereinafter defined); (e) any liens, encumbrances or other title exceptions approved by Purchaser in writing or which are deemed approved by Purchaser pursuant to this Agreement; (f) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Premises, including, without limitation, those relating to zoning and land use, so long as the foregoing are not made applicable to the Premises due to the breach of any of Seller's covenants under this Agreement; (g) any installment not yet due and payable as of the Closing Date of assessments imposed after the Effective Date and affecting the Premises or any portion thereof, so long as such assessments are not made applicable to the Premises due to the breach of any of Seller's covenants under this Agreement; and (h) all other matters which, pursuant to the terms of this Agreement, are deemed "Permitted Encumbrances". 5. TITLE INSURANCE; LIENS. (a) Prior to the Effective Date, Seller obtained from Land Services USA, LLC, as agent for First American Title Insurance Company (the "Title Company"), and delivered to Purchaser, the following: (i) a title commitment ("Commitment") covering the Property; (ii) true and legible copies of all recorded instruments affecting the Property and recited as exceptions in the Commitment (the "Title Documents"); and (iii) current tax certificates for the 9 507997960.10 Property. At the Closing, the Title Company shall be irrevocably committed to issue an owner's and leasehold policy of title insurance, as appropriate, providing for standard or extended coverage, as elected by Purchaser in its sole discretion, and with such endorsements as Purchaser requires (collectively, the "Title Policy"), to Purchaser in the full amount of the Purchase Price, insuring Purchaser's interests to the Premises, subject only to the Permitted Encumbrances. (b) Purchaser, at Purchaser's sole cost and expense, may obtain an accurate, current survey of the Premises (the "Survey") prepared by a licensed surveyor. The Commitment, Title Documents, and the Survey are collectively referred to as the "Title Materials" herein. (c) Attached hereto as Schedule I is Purchaser's notice to Seller ("Purchaser's Title Notice") of the objections (each, an "Objection") that Purchaser has to the Title Materials, which shall be deemed to have been delivered by Purchaser to Seller as of the Effective Date. Except for Seller-Removed Title Exceptions (as hereinafter defined), Purchaser's failure to object to any item disclosed in the Commitment or the Title Documents in Purchaser's Title Notice shall be deemed Purchaser's acceptance and approval of any item to which it did not object. Seller shall have three (3) Business Days following the Effective Date to notify Purchaser in writing ("Seller's Title Notice") which of the Objections Seller agrees to cure before Closing. Seller shall be under no obligation to agree to cure any Objection, except for a Seller-Removed Title Exception, but if Seller agrees to cure an Objection, then such agreement shall constitute a covenant on the part of Seller to cure such Objection on or prior to Closing and the cure of such Objection shall be a condition of Closing for the benefit of Purchaser. If Seller fails to timely give Seller's Title Notice, Seller shall be deemed to have declined to cure the Objections made by Purchaser (other than any Seller-Removed Title Exceptions, which Seller must cure or remove). If Seller declines (or is deemed to have declined) to cure an Objection, then Purchaser shall have the right to either (1) waive, in writing, its Objection, in which event the subject of such Objection shall be deemed a Permitted Encumbrance, or (2) terminate this Agreement by giving written notice to Seller, in each case, within three (3) Business Days following the earlier to occur of (a) receipt of Seller's Title Notice, or (b) Seller's deemed decision to decline to cure the Objections made by Purchaser. If Purchaser fails to deliver such notice within such three (3) Business Day period, Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser elects (or is deemed to have elected) to terminate this Agreement within such three (3) Business Day period, then the Deposit (together with any interest accrued thereon) shall be promptly released to Purchaser and all duties and obligations of the parties hereunder shall thereupon terminate and neither party hereto shall have any further rights or obligations hereunder other than those which are expressly provided to survive the termination hereof. Notwithstanding anything to the contrary contained in this Agreement, at Closing, Seller shall obtain release of any liens encumbering the Property, which are either (i) voluntarily created by Seller, or any of its affiliates, or (ii) created as a result of the intentional acts or omissions of Seller or its agents, that arise from and after the effective date of the Commitment without Purchaser's consent ("Post Effective Date Seller Encumbrances"). As used herein "Seller-Removed Title Exceptions" shall mean (i) any mortgage, deed of trust, lien or other instrument securing indebtedness for money borrowed encumbering the Property; (ii) any Post Effective Date Seller Encumbrances; and (iii) any liens first arising after the date hereof (including liens for fines or code violations, mechanics' liens, materialmens' liens and other statutory liens) which may be fully liquidated and discharged by 10 507997960.10 payment of a fixed and ascertainable sum or bonding with an appropriate instrument sufficient to fully discharge such lien from the Property. (d) If after the expiration of the Due Diligence Period, the Title Company issues an updated Title Commitment showing a new exception to title to the Property that was not consented to in writing by Purchaser, then Purchaser shall have the right to object to any such new matter by giving written notice (a "New Objection Notice") to Seller within three (3) Business Days of Purchaser's receipt of the updated Title Commitment showing such new matter as an exception to title. Any new matter shown in an updated Title Commitment and not timely objected to by Purchaser will be deemed a "Permitted Encumbrance" (other than any such item that is a Seller-Removed Title Exception, which Seller must cure). If Purchaser issues a New Objection Notice, then Seller shall, within three (3) Business Days following receipt of such New Objection Notice, give written notice to Purchaser as to whether Seller will cure the matters identified in the New Objection Notice. If Seller does not elect to cure such matter in a responsive notice, then Seller will be deemed to have elected not to cure any matter objected to in a New Objection Notice and which Seller did not specifically agree to cure in a responsive notice. If Seller does not elect to cure all matters objected to in the New Objection Notice, then Purchaser shall have the right to elect, within three (3) Business Days after receiving Seller's responsive notice (or Seller's deemed election not to cure if no responsive notice is given), to either (i) terminate this Agreement (in which case the Deposit will be returned to Purchaser and neither Purchaser nor Seller will have any further obligation under this Agreement other than those obligations that, by their express terms, survive Closing) or (ii) waive its objections and proceed with Closing. If Purchaser fails to elect to terminate this Agreement within such three (3) Business Day period, then Purchaser shall be deemed to have terminated this Agreement. The time for Closing will be extended, if necessary, to allow for the notices in this Section. (e) If on the Closing Date there are any title defects which Seller is obligated to or has elected to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously deliver to Purchaser at the Closing instruments, in recordable form, sufficient to discharge such title defects of record together with the cost of recording or filing such instruments. 6. APPORTIONMENTS. (a) The following shall be apportioned between Seller and Purchaser as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Apportionment Date") on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365-day year: (i) subject to Section 6(b), prepaid rents, fixed rents and any other amounts payable by tenants to Seller pursuant to the Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, "Rents"); (ii) real estate taxes, sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to clause (i) above), vault charges and taxes, business improvement district taxes, and other real estate assessments and any other governmental 11 507997960.10 taxes, charges or assessments levied or assessed against the Premises (collectively, "Property Taxes"), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Section 6(c); (iii) administrative charges, if any, permitted under the Leases or applicable law, on security deposits held pursuant to the Leases; (iv) fuel supplied for the Building, if any, as estimated by Seller's supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller's fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor); (v) prepaid fees for licenses and other permits assigned to Purchaser at the Closing (it being understood that evidence of such prepayment must be provided to Purchaser); (vi) any amounts prepaid or payable under the Assumed Contracts and, if Purchaser elects to assume the Property Management Agreement, the Property Management Agreement; (vii) electricity, water, gas, steam, telephone, internet, cable or satellite television and any other utilities, at the rates most recently charged to Seller, plus sales taxes thereon, except to the extent required to be paid by tenants pursuant to Leases in effect as of the Closing Date directly to the entity imposing same; (viii) all other operating expenses and income with respect to the Property which are customarily apportioned; (ix) any amounts prepaid or payable under the Ground Lease; (x) any amounts prepaid or payable under the Airspace Lease; and (xi) such other items as are customarily apportioned in real estate closings of commercial properties in the Seattle, Washington area. (b) (i) Monthly base rents (collectively, "Base Rents") under the Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected by Purchaser or Seller after the Closing Date from tenants who owe Base Rents for periods prior to the Closing Date, shall, after first deducting Purchaser's actual out-of-pocket costs of collection, if applicable, be applied, (A) first, to Base Rents attributable to periods from and after Closing and (B) second, to Base Rents attributable to periods prior to Closing. Each such amount, less reasonable and documented collection costs, shall be adjusted and prorated as provided above, and the party receiving such amount shall, within ten (10) business days, pay to the other party the portion thereof to which it is so entitled. (ii) Purchaser shall bill tenants owing Base Rents for periods prior to the Closing Date, on a monthly basis, for nine (9) months following the Closing Date and 12 507997960.10 Purchaser shall use commercially reasonable efforts to collect such past due Base Rents; provided, however, that Purchaser shall have no obligation to commence (or threaten) any actions or proceedings to collect any such past due Base Rents or to eject any tenant. In addition to the foregoing, solely in respect of any tenant that is no longer in occupancy at the Property, Seller may take all steps it deems appropriate, including litigation, to collect Base Rents delinquent as of the Closing Date which are still uncollected; Seller shall not otherwise take any action to collect or attempt to collect any Base Rentals owed to it by tenants. (iii) To the extent that any amounts are paid to Seller by a tenant under a Lease in advance of the period to which such expense applies, whether as a one-time payment or in installments (e.g. for real property tax escalations), such amounts shall be apportioned as provided above but based upon the period for which such payments were made. (iv) To the extent tenants pay items of Rent which are not Base Rents, including but not limited to: charges for electricity, steam, water, operating expenses, real estate taxes, common area maintenance, labor costs, cost of living indices, porter's wages, cleaning, overtime services, additional or escalation rent, a percentage of a tenant's gross sales during a specified annual or other period, and/or sundry charges or other charges of a similar nature (collectively, "Additional Rent"), such Additional Rent shall be adjusted and prorated on an if, as and when collected basis in the same manner as provided for Base Rent pursuant to Section 6(b)(i) and Section 6(b)(ii), except as otherwise provided below. In the case of any Additional Rent payable for a period that expired prior to the Closing Date, but which is to be paid after the Closing Date, Purchaser shall, subject to the allocation rules applied to delinquent Base Rents in Section 6(b)(i) above (modified to apply to Additional Rents), pay the entire amount thereof to Seller within ten (10) Business Days after receipt, less any reasonable collection costs actually incurred, provided that such collected amounts are due to Seller and not due to a third party. Purchaser shall, after Closing and for a period of six (6) months after the end of the calendar year in which the Closing Date occurs, (A) promptly render bills for any Additional Rent payable for any period that expired prior to the Closing Date, but which is to be paid after the Closing Date; (B) bill tenants for such Additional Rent attributable to a period that expired prior to the Closing Date, on a monthly basis; and (C) use commercially reasonable efforts in the collection of such Additional Rent; provided, however, that Purchaser shall have no obligation to commence (or threaten) any actions, proceedings to collect any such Additional Rent or to eject any tenant. In addition to the foregoing, Seller shall have the right to pursue any tenant who is no longer in occupancy at the Premises to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits); Seller, however, shall not otherwise take any actions after Closing to collect such delinquencies. Seller shall furnish to Purchaser all information relating to the period prior to the Closing Date necessary for the billing of such Additional Rent, and Purchaser shall deliver to Seller, concurrently with or promptly after delivery to tenants, copies of all statements relating to Additional Rent for any period prior to the Closing Date. Purchaser shall bill tenants for Additional Rent relating to periods prior to the Closing Date in accordance with and on the basis of such information furnished by Seller absent manifest error, and subject to reconciliation for actual costs as set forth in Section 6)(b)(v) below. Additional Rent payable for the period in which the Closing Date occurs shall be apportioned between Seller and Purchaser based upon the same method used to apportion the underlying expense being billed to such tenant, or if such expense is not being apportioned, then based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. 13 507997960.10 (v) To the extent any portion of Additional Rent is required to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of each lease year or tax year or any other applicable accounting period), such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate adjustments being made with such tenants, then such portion of the Additional Rent shall be prorated between Seller and Purchaser on the Closing Date based on the following process: At least five (5) business days prior to the Closing Date, Seller shall cause to be prepared and delivered to Purchaser a reconciliation ("Additional Rents Reconciliation") of (i) actual operating and similar expense of the Property upon which Additional Rents are based ("Additional Rent Expenses") for the period commencing on January 1, 2025 (or such other beginning date of the relevant period) and ending on the last day of the month of Closing ("Additional Rents Reconciliation Period"), it being understood that certain Additional Rents Expenses for the Additional Rents Reconciliation Period, if not based on actual amounts (such as certain operating expenses for the month of Closing), may be reasonably estimated by Seller provided that such estimates are reconciled by Seller and Purchaser within twelve (12) months after Closing (including in connection with Purchaser's annual reconciliation of tenants) and paid to Seller or Purchaser (as applicable) as soon as reasonably practicable; and (ii) Additional Rents collected by Seller for that portion of the Additional Rents Reconciliation Period prior to the current month and Additional Rents payable for the current month. Any amount shown to be owed by Seller to the Tenants of the Property under the Additional Rents Reconciliation shall be credited to Purchaser at the Closing, and any amounts shown to be owed to Seller by Tenants of the Property under the Additional Rents Reconciliation shall be credited to Seller at the Closing. It is anticipated that the Premises will no longer be subject to Property Taxes and that the tenants will thereafter be obligated to pay to Purchaser, as landlord, leasehold excise taxes in lieu of contributing to the payment of Property Taxes through Additional Rent. For the avoidance of doubt, from and after the Closing Date, any differential in the amount of taxes paid by any tenant for the periods before and after the Closing Date as a result of the foregoing shall not be taken into account in connection with reconciling the Additional Rent appropriately payable for such tenant for the period prior to the Closing Date. (vi) To the extent any payment received from a tenant after Closing does not indicate whether the payment is for an item of Base Rent or Additional Rent, and the same cannot be clearly determined from the context of such payment, then such payment will be applied (A) first to payment of any Base Rent then due or delinquent, in accordance with Section 6(b)(i) and (ii) above and (B) second to payment of any Additional Rent then due or delinquent, in accordance with Section 6(b)(iv) above. (c) Property Taxes shall be apportioned on the basis of the fiscal period in which such Property Taxes are payable, regardless of the period for which such taxes are assessed. If the Closing Date shall occur before an assessment is made or a tax rate is fixed for the tax period in which the Closing Date occurs, the apportionment of such Property Taxes based thereon shall be made at the Closing Date by applying the tax rate for the preceding year to the latest assessed valuation, but, promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other within five (5) business days based on such recalculation. 14 507997960.10 (d) Charges for all water, electricity, steam, gas and other utility services (collectively, "Utilities"), unless such amounts are directly paid by tenants, shall be billed to Seller's account up to the Apportionment Date and, from and after the Apportionment Date, all Utilities shall be billed to Purchaser's account. If for any reason such changeover in billing is not practicable as of the Closing Date as to any Utility, such Utility shall be apportioned on the basis of actual current readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Seller, as the case may be, the amount determined to be due upon such adjustment. (e) Purchaser shall have no right to receive any rental insurance proceeds which relate to the period prior to the Closing Date and, if any such proceeds are delivered to Purchaser, Purchaser shall, within ten (10) business days following receipt thereof, pay the same to Seller. (f) At Closing, (i) Purchaser shall receive a credit against the Purchase Price for any amounts set forth on Schedule G attached hereto which have not been paid by Seller prior to or contemporaneously with Closing (provided that Seller shall have delivered evidence to Purchaser that such amounts have actually been paid), and (ii) Purchaser shall assume liability for the payment of Tenant Improvement Costs and all Payable Commissions that relate to Leases entered into from and after the Effective Date in accordance with the terms of this Agreement (but only to the extent such Tenant Improvement Costs and Payable Commissions were specifically approved by Purchaser in connection with its approval of the Lease or the Lease amendment in accordance with Section 8(a)(vi) hereof) and/or (iii) which accrue by reason of the exercise of any renewal option, extension option, expansion option, lease of additional space, right of first offer, right of first refusal or similar right or option or the lapse or waiver of any right of cancellation provided for in any existing Lease; provided that any such exercise of any renewal option, extension option, expansion option, lease of additional space, right of first offer, right of first refusal or similar right or option or the lapse or waiver of any right of cancellation provided for in any existing Lease occurred on or after the Effective Date and the Tenant Improvement Cost or Payable Commission is specifically provided for in the governing Lease or related agreement (provided such related agreement shall have actually been delivered to Purchaser in connection with its due diligence efforts). If any tenant has deposited any funds with Seller for purposes of paying any tenant improvement cost overruns (i.e. the difference between the budgeted cost of construction for tenant improvements and the amount of any allowance payable by Seller or the amount that Seller is otherwise committed to spend toward the completion of such tenant improvements), then the unexpended amount of such funds shall be credited to Purchaser at Closing. As used in this Agreement, "Tenant Improvement Costs" shall mean (i) tenant improvement allowances and rent concessions granted in lieu thereof, and (ii) the costs of tenant improvement work and/or base building work required to be performed by the landlord under any Lease or for which the landlord under any Lease is required to reimburse the tenant thereunder and which has not been completed and/or the costs of which have not been paid. As used in this Agreement, "Payable Commissions" shall mean all outstanding leasing commissions and brokerage commissions now or hereafter payable by the landlord thereunder (whether before or after the Closing Date) in connection with Leases. 15 507997960.10 (g) Reserved. (h) At or prior to the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the "Preliminary Closing Statement") which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for in this Agreement, and such net amount due will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller at the Closing pursuant to Section 3, as applicable. Not later than the first (1st) anniversary of the Closing Date, Seller and Purchaser will jointly prepare a final closing statement consistent with the terms and provisions of this Section 6 (the "Final Closing Statement") setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) business days following that party's receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, which items shall be determined and paid in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. (i) If any payment to be made after Closing under this Section 6 shall not be paid when due hereunder, and if such payment remains unpaid for five (5) additional business days following written notice from the party entitled to such payment, the same shall thereafter bear interest (which shall be paid together with the applicable payment hereunder) from the date due until so paid at a rate per annum equal to ten percent (10.0%) per annum. To the extent a payment provision in this Section 6 does not specify a period for payment, then for purposes hereof such payment shall be due within ten (10) business days of the date such payment obligation is triggered. (j) It is understood and agreed that any errors and/or omissions in the closing adjustments set forth in this Section 6 shall be corrected after the Closing by the parties acting in good faith. (k) 7. The provisions of this Section 6 shall survive the Closing. PROPERTY NOT INCLUDED IN SALE. Notwithstanding anything to the contrary contained herein, it is expressly agreed by the parties hereto that any fixtures, furniture, furnishings, equipment or other personal property (including, without limitation, trade fixtures in, on, around or affixed to the Building) owned or leased by any tenant, managing agent, leasing agent, contractor, or employee at the Building 16 507997960.10 (collectively, "Excluded Personalty"), shall not be included in the Property to be sold to Purchaser hereunder. 8. COVENANTS OF SELLER. (a) During the period from the Effective Date until the Closing Date, Seller shall not, to the extent the same would be binding on or affect the Premises or any owner thereof after the Closing, without Purchaser's prior written approval which approval may be granted or denied in (i) if such request is made prior to the expiration of the Due Diligence Period, Purchaser's reasonable discretion, and (ii) if such request is made following the expiration of the Due Diligence Period, Purchaser's sole discretion: (i) amend or modify (other than non-material amendments or modifications) or renew any of the Assumed Contracts; provided, however, with respect to the Assumed Contracts, Seller shall use commercially reasonable efforts to obtain from each contract counterparty (i) an Assignment and Novation Agreement and (ii) an amendment to each such Assumed Contract in substantially the form attached hereto as Schedule 6.2; (ii) enter into any new service, maintenance, supply, or other agreements relating to the operation of the Property; (iii) affirmatively subject the Property to any additional liens, encumbrances, covenants or easements; (iv) other than in the ordinary course of operating and managing the Premises, remove from the Premises any Personalty (other than Excluded Personalty) unless such item shall be replaced with a similar item of comparable utility and value; (v) consent to any assignment of Lease or sublease of any portion of the space demised under any Lease, except if such consent is required to be given or not be unreasonably withheld under the terms of such Lease (or language having similar effect) and withholding such consent would be unreasonable. If Seller consents to any assignment or sublease, then Seller shall not agree to any release of the assigning party and Seller shall give prompt written notice of such consent to Purchaser; (vi) enter into any new Lease or amend or modify any existing Leases. In so seeking Purchaser's consent, Seller shall (x) describe in reasonable detail the material financial terms of any proposed new Lease or any proposed modification to an existing Lease or provide a term sheet or summary of terms containing the same, (y) provide to Purchaser, upon Purchaser's written request, lease drafts and material leasing correspondence relating to new Leases and renewals or expansions of existing Leases and (z) include any financial information for the tenant in Seller's possession. Notwithstanding the introductory paragraph to this Section 8(a), Purchaser may withhold consent, in its sole and absolute discretion, to any new Lease or amendment to any existing Lease that would include any premises that are the subject to negotiations between Purchaser and Seller in connection with the Existing Purchaser Lease (or any amendment, renewal or replacement thereof), either as initially demised premises thereunder or as premises subject to any expansion option or similar right. It is understood and agreed that neither (i) the exercise by any tenant of any option set forth in such tenant's Lease (and any agreement 17 507997960.10 entered into by Seller as landlord with such tenant confirming such option exercise), nor (ii) Seller's consent to any request for the sublease under, or assignment of, any Lease requiring the consent of Seller, as landlord, where landlord's consent is required not to be unreasonably withheld (or language having similar effect), shall constitute a new Lease or the modification of an existing Lease under this Section 8(c)(vi). Seller covenants and agrees to deliver promptly to Purchaser a copy of any Lease or modification of an existing Lease executed by Seller after the Effective Date in accordance with the terms hereof. Any new Lease approved in accordance with this Section shall be deemed to be an "Approved Lease"; (vii) amend, modify or terminate the Ground Lease or the Airspace Lease or to waive any significant right under the Ground Lease or the Airspace Lease; (viii) terminate or accept the surrender of any Lease (other than following the tenant's material, non-monetary default thereunder in circumstances where tenant's default presents and imminent risk of harm to the Property or involves criminal activity); (ix) enter into any agreements or Contracts with respect to all or any portion of the Property other than any such agreements or Contracts that will expire by their terms on or prior to the Closing Date or, in accordance with their terms, would not be effective following the Closing Date; (x) authorize, approve or consent to any agreement with employees that would be binding on the Property or that, by its terms, must be assumed by a successor owner or manager of the Property; (xi) initiate, consent to, approve or otherwise make any change to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property; (xii) commence any new capital improvement work (unless required by Seller to avoid being in default as landlord under any Leases in effect as of the Effective Date or required to remedy an unsafe condition at the Property); or (xiii) market the Property for sale or entertain, negotiate or enter into any other offers, letters of intent or agreements to sell or exchange the Property or enter into any other similar arrangement, including, without limitation, any joint venture arrangement involving the Property or interests in the Seller. (b) Following the Effective Date until the Closing Date, Seller shall: (i) maintain in full force and effect the insurance policies currently in effect with respect to the Premises (or replacements continuing similar coverage); (ii) operate and manage the Premises in a manner consistent in all material respects with Seller's past practice; 18 507997960.10 (iii) on or about the tenth (10th) day of each month prior to Closing, deliver to Purchaser a delinquency report and updated Rent Roll (as hereinafter defined), in each case in the form delivered to Seller by its property manager; (iv) promptly deliver to Purchaser notice of any litigation initiated or threatened, in writing, against Seller and/or relating to the Property, in each case, promptly upon Seller obtaining knowledge thereof; (v) promptly deliver to Purchaser any notice of any actual or alleged Violation, default or noncompliance received by Seller from any governmental body or agency; (vi) promptly provide Purchaser with a copy of any written notice of any actual or alleged default or an Event of Default under the Ground Lease or the Airspace Lease; (vii) cure all Objections which Seller shall have agreed to cure pursuant to Section 5(c); (viii) if requested by Purchaser, Seller shall forward to tenants subordination, non-disturbance and attornment agreements in form proposed by Purchaser, shall use commercially reasonable efforts to coordinate comments between tenants and Purchaser as to the contents of such agreements and, upon receipt of any signed subordination, non-disturbance and attornment agreement shall promptly forward the same to Purchaser; (ix) use commercially reasonable efforts to procure a ground lease estoppel executed by Ground Lessor ("Ground Lease Estoppel") prior to the Closing Date substantially on the form attached hereto as Exhibit 13; (x) use commercially reasonable efforts to procure an executed Airspace Lease Assignment Consent (as hereinafter defined), substantially on the form attached hereto as Exhibit 14; (xi) terminate all property management agreements in effect in connection with the Property on or prior to the Closing Date; provided that Purchaser may elect to assume the existing property management agreement (the "Property Management Agreement") with Urban Renaissance Property Company LLC ("Existing Manager"), in which case Seller shall cooperate with Purchaser's efforts to obtain an assignment and novation agreement and an amendment to the Property Management Agreement, each in form and substance reasonably acceptable to Purchaser (collectively, the "Property Manager Assumption Documents"). 9. ASSIGNMENTS BY SELLER AND ASSUMPTIONS BY PURCHASER; SECURITY DEPOSITS; CONDITIONS TO CLOSING. (a) Assignment. On the Closing Date, Seller agrees to assign to Purchaser, pursuant to the instruments referenced in Sections 16(c)(ii), (iii), and (iv), without recourse, representation or warranty (except as expressly set forth in this Agreement), all of Seller's right, title and interest in the following: 19 507997960.10 (i) the leases, licenses and other occupancy agreements demising space at the Premises, whether written or oral, together with all amendments and modifications thereof and supplements relating thereto (collectively, "Leases"; the term Leases shall not include the Ground Lease or the Airspace Lease, nor shall it include subleases, licenses and occupancy agreements entered into by tenants under the Leases) which are then in effect; (ii) the Ground Lease; (iii) the Airspace Lease; (iv) the Assumed Contracts; (v) if Purchaser elects to assume the Property Management Agreement, the Property Management Agreement; and (vi) the transferable permits, licenses and warranties (including the Roof Warranty, as hereinafter defined), relating to the Property and the other Intangible Property. (b) Security Deposits. Prior to the Closing, Seller shall have the right (i) to apply, in accordance with the terms of the Leases and applicable law, any security deposits held under Leases in respect of defaults by tenants under such applicable Leases arising after the Effective Date provided that Seller shall not apply any such security deposits unless Seller has sent a notice to Purchaser of Seller's intent to apply such security deposit and has delivered a notice of default to such tenant and any cure period granted in such tenant's Lease has expired and (ii) to return the security deposit of any tenant thereunder who in the good faith judgment of Seller is entitled to the return of such deposit pursuant to the terms of its Lease or otherwise by law. Seller shall not apply any security deposits in respect of any default under any Lease arising prior to the Effective Date. At Closing, Seller shall transfer or cause to be transferred to Purchaser the security deposits then held by Seller and not applied to defaults or returned to tenants as above provided, subject to the apportionment of administrative charges pursuant to Section 6(a)(iii) above. In lieu of such transfer, Seller may credit any such cash security deposits against the Purchase Price. To the extent that any security deposit consists of a letter of credit (an "L/C"), then, prior to the Closing, Seller shall use commercially reasonable efforts to cause the issuing bank to name Purchaser as the beneficiary thereunder (either pursuant to a transfer of such L/C which satisfies the issuing bank's transfer requirements, by obtaining an amendment to the L/C naming Purchaser as the beneficiary thereunder, or by obtaining a replacement L/C in the form of the L/C being replaced but naming Purchaser as the beneficiary thereunder and, in the case of any of the foregoing, in the form and substance reasonably satisfactory to Purchaser) (each, an "L/C Transfer"). At the Closing, to the extent in Seller's possession, Seller shall deliver to Purchaser the originals of all L/C's (and any amendments or modifications thereof) whether or not an L/C Transfer has been consummated with respect to such L/C. If, as of the Closing, an L/C Transfer shall not have been consummated with respect to any L/C, then Seller shall reasonably cooperate, at Seller's cost, with Purchaser following the Closing so as to consummate an L/C Transfer with respect thereto. Seller shall be responsible for and shall timely pay all transfer fees or other charges imposed by the issuing bank in order to consummate an L/C Transfer. If, at any time, Purchaser desires to draw upon any L/C as to which an L/C Transfer shall not then have been consummated, 20 507997960.10 then Seller shall, within five (5) business days following Purchaser's request, execute and deliver to Purchaser any sight drafts, certifications, affidavits or other documentation contemplated by the L/C or otherwise required by the issuing bank, so as to enable Purchaser to draw upon and receive the proceeds of such L/C. This paragraph will survive Closing until the earlier of (a) nine (9) months from the Closing Date or (b) the date on which all L/Cs have been transferred to Purchaser. (c) Conditions to Obligations of Seller. The obligation of Seller to effect the Closing shall be subject to the fulfillment or written waiver by Seller at or prior to the Closing Date of the following conditions: (i) Representations and Warranties. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date, as though made at and as of the Closing Date. (ii) Performance of Obligations. Purchaser shall have wired the full balance of the Purchase Price to the Title Company for delivery to Seller, executed, acknowledged (if applicable) and/or delivered all documents required to be executed, acknowledged (if applicable) and/or delivered by Purchaser hereunder on the Closing Date; and in all material respects performed all other obligations (except for the obligations set forth elsewhere in this Section 9(c)) required to be performed by it under this Agreement on or prior to the Closing Date. (d) Conditions to Obligations of Purchaser. The obligations of Purchaser to effect the Closing shall be subject to the fulfillment (or written waiver by Purchaser) at or prior to the Closing Date of the following conditions: (i) Representations and Warranties. The representations and warranties of Seller contained in Section 10(c) shall be true and correct in all material respects as of the Closing Date, as though made at and as of the Closing Date, subject to modification as provided in Section 35. (ii) Performance of Obligations. Seller shall have executed, acknowledged (if applicable) and/or delivered all documents required to be executed, acknowledged (if applicable) and/or delivered by Seller hereunder on the Closing Date and Seller shall in all material respects have performed all other obligations (except for the obligations set forth elsewhere in this Section 9(d)) required to be performed by Seller under this Agreement on or prior to the Closing Date. (iii) Title Policy. The Title Company shall be irrevocably committed to issue to Purchaser, upon payment of the premiums therefor, the Title Policy; (iv) Ground Lease Estoppel. Seller shall have delivered to Purchaser an executed Ground Lease Estoppel substantially in the form attached hereto as Exhibit 13. (v) Airspace Lessor Consent. Seller shall have delivered to Purchaser an executed consent to the assignment of the Airspace Lease ("Airspace Lease Assignment Consent") substantially in the form attached hereto as Exhibit 14. 21 507997960.10 (vi) Ground Lease Amendment. Purchaser and Ground Lessor shall have executed and delivered to Escrow Agent an amendment to the Ground Lease, in form and substance reasonably acceptable to Purchaser and Ground Lessor (together with any recordable memorandum thereof, the "Ground Lease Amendment"), modifying the leasing covenant and rental provisions of the Ground Lease to reflect the rent-free occupancy of all or a portion of the Premises by Purchaser following Closing. (vii) Property Manager Assumption Documents. If Purchaser elects to assume the Property Management Agreement as provided in Section 8(b)(xi), then Property Manager shall have executed and delivered the Property Manager Assumption Documents. (viii) Tenant Estoppel Certificates. The conditions to Closing set forth in Section 35(a) shall have been satisfied. (ix) Roof Warranty. Seller shall have obtained the consent of Centimark to the assignment to Purchaser of the existing warranty for the roof of the Building (the "Roof Warranty"). (x) Representation Update. Seller shall have timely delivered to Purchaser the Representation Update (as hereinafter defined) pursuant to Section 35(b) and, if Purchaser is entitled to terminate this Agreement as a result of anything contained in such Representation Update, Purchaser shall have elected to proceed with Closing in accordance with Section 35(b). (e) Failure of Condition. If Purchaser is unable to timely satisfy (and Seller has not waived in writing) the conditions precedent to Seller's obligation to effect the Closing set forth in Section 9(c)(i) or (ii) above, then such failure shall constitute a default hereunder, in which case, Section 19(a) shall govern. If Seller is unable to timely satisfy the conditions precedent to Purchaser's obligation to effect the Closing, then, (i) Purchaser may, in its sole discretion and without any abatement in the Purchase Price, adjourn the Closing Date for a period or periods not to exceed sixty (60) days in the aggregate (but, in any event, to a date no later than the Outside Closing Date (as hereinafter defined)) and (ii) if, after any such extension, the conditions precedent to Purchaser's obligation to effect the Closing continue not to be satisfied (and Purchaser has not waived the same in writing) or Seller does not elect such extension and, in either case, such failure of condition precedent is not the result of Seller's default hereunder, then Purchaser shall be entitled to terminate this Agreement by notice thereof to Seller; provided, however, that if such failure of condition precedent is the result of Seller's default hereunder, then Section 19(b) shall govern. Notwithstanding anything to the contrary contained in this Section 9(e), if Seller fails to deliver the Airspace Lease Assignment Consent by the Closing Date, Seller or Purchaser shall have the right to adjourn the Closing Date until five (5) days following the date in which Seller shall have delivered the Airspace Lease Assignment Consent; provided, however, that if Seller shall have failed to deliver the Airspace Lease Assignment Consent by April 30, 2025 (the "Outside Closing Date"), then either Seller or Purchaser shall, until the Airspace Lease Assignment Consent is obtained, have the right to terminate this Agreement at any time thereafter in its sole discretion. If this Agreement is so terminated, due to a failure of the conditions precedent set forth in Section 9(d), then Purchaser shall be entitled to receive the Deposit, together with all 22 507997960.10 interest accrued thereon, and neither party shall have any further obligations hereunder, except as provided in Section 19(b) (if applicable) and except those expressly stated to survive the termination hereof. 10. CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEED, THE DEED OF IMPROVEMENTS, THE ASSIGNMENT OF LEASES AND CONTRACTS, THE OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT, THE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, THE ASSIGNMENT AND ASSUMPTION OF AIRSPACE LEASE AND THE BILL OF SALE (COLLECTIVELY, THE "CLOSING DOCUMENTS"), NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS INSPECTIONS, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTY, THE PERMITTED USE OF THE PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTY, OR OTHERWISE RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN. WITHOUT LIMITING THE FOREGOING AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY (I) THAT ON THE CLOSING DATE ALL OR ANY OF THE TENANTS UNDER THE LEASES WILL (A) BE PAYING OR (B) HAVE PAID CURRENTLY BASE RENTS OR ANY ADDITIONAL RENT, AND (II) AS TO WHETHER ANY DEMISED PREMISES UNDER ANY LEASE ARE, AND SELLER MAKES NO COVENANT THAT ANY SUCH DEMISED PREMISES UNDER ANY LEASE WILL BE ON THE CLOSING DATE, ACTUALLY OCCUPIED BY ANY TENANT AND PURCHASER'S OBLIGATIONS HEREUNDER ARE NOT CONDITIONED ON ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS GENERATED BY THIRD PARTIES WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER 23 507997960.10 IS ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER IN THIS AGREEMENT AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, (OTHER THAN INFORMATION SET FORTH IN SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN OR IN THE CLOSING DOCUMENTS, PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED BY SELLER'S THIRD PARTY VENDORS AND PROVIDED TO IT BY SELLER OR ANY OTHER EXCULPATED PARTY IN CONNECTION WITH ITS INSPECTIONS AND AGREES THAT IT SHALL RELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 10(C) BELOW AND ON THE PERFORMANCE BY SELLER OF ITS OBLIGATIONS IN THIS AGREEMENT. (b) PURCHASER ACKNOWLEDGES AND AGREES THAT, IT IS EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS, COVENANTS, INDEMNITIES AND REPRESENTATIONS AND WARRANTIES HEREIN AND THEREIN, PURCHASING THE PROPERTY "AS IS", "WHERE IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTY AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 8, 11 AND 12 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY FINANCING CONTINGENCY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE CLOSING DOCUMENTS, PURCHASER FURTHER ACKNOWLEDGES THAT SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE OF HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED) ON, ABOVE OR BENEATH THE PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OR IN ANY WATER ON OR UNDER THE PROPERTY. IN EACH OF THE (I) BARGAIN AND SALE DEED, AND (II) ASSIGNMENT AND ASSUMPTION OF GROUND LEASE TO BE DELIVERED AT CLOSING, SELLER SHALL CONVEY, WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, ALL OF SELLER'S RIGHTS, CLAIMS, CAUSES OF ACTION AND INDEMNITIES, OF ANY NATURE WHATSOEVER, HOWEVER, ACQUIRED, AGAINST THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO PRIOR OWNERS OR OCCUPANTS OF THE PROPERTY AND/OR PRIOR OR CURRENT LANDOWNERS OR OCCUPANTS OF PROPERTY ADJACENT TO THE PROPERTY) WHETHER ARISING IN TORT, CONTRACT, UNDER ANY MINERAL LEASE, MINERAL SERVITUDE, OR MINERAL RIGHT, OR OTHERWISE, IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY DAMAGE (INCLUDING BUT NOT LIMITED TO AN ENVIRONMENTAL INJURY (AS HEREINAFTER DEFINED) TO THE PROPERTY OR ANY PORTION THEREOF, OR OTHERWISE RELATING TO ANY SOIL, SEDIMENTS, OR 24 507997960.10 SURFACE WATER ON THE PROPERTY, OR ANY SOIL, GROUNDWATER, OR AQUIFERS UNDERLYING THE SURFACE OF THE PROPERTY, WHENEVER SUCH DAMAGE OCCURRED, AND WHETHER SUCH DAMAGE IS OR WAS AT ANY TIME KNOWN OR UNKNOWN, OVERT OR NON-OVERT, OR APPARENT OR NONAPPARENT, TOGETHER WITH ALL DAMAGES, PAYMENTS, OR COMPENSATION RELATED THERETO, INCLUDING BUT NOT LIMITED TO ALL DAMAGES, PAYMENTS OR COMPENSATION IN CONNECTION WITH ANY EXPROPRIATION, CONDEMNATION, OR TAKING OF ALL OR ANY PORTION OF THE PROPERTY (COLLECTIVELY, "CLAIMS AND CAUSES OF ACTION"); PROVIDED, HOWEVER, SELLER SHALL RETAIN THE RIGHT TO (I) ASSERT DEFENSES, AS WELL AS CROSSCLAIMS AND COMPULSORY COUNTER-CLAIMS ACCRUING PRIOR TO CLOSING, IN ANY PROCEEDING IN WHICH A PERSON ASSERTS A CLAIM OR CAUSE OF ACTION AGAINST SELLER RELATING TO INJURY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL INJURY, AND SUCH RIGHT TO ASSERT DEFENSES, AS WELL AS CROSS-CLAIMS AND COUNTER-CLAIMS ACCRUING PRIOR TO CLOSING SHALL NOT BE CONSIDERED A PART OF THE CLAIMS AND CAUSES OF ACTION AND (II) ANY DAMAGES OR PROCEEDS PAYABLE TO SELLER THAT ARE A RESULT OF SUCH CROSS-CLAIMS OR COMPULSORY COUNTER-CLAIMS ACCRUING PRIOR TO CLOSING. FOR PURPOSES OF THIS AGREEMENT, THE TERM "ENVIRONMENTAL INJURY" MEANS ANY INJURY, DAMAGE OR LOSS IN VALUE TO, AND COSTS OF INVESTIGATION AND REMEDIATION OF, THE PROPERTY ARISING FROM OR RELATED TO ANY SPILL, LEAK OR RELEASE OF ANY HAZARDOUS OR TOXIC SUBSTANCE, HAZARDOUS OR OTHER WASTE, POLLUTANT, OIL, OR PETROLEUM PRODUCT, OR OTHER SUBSTANCE THAT IS CURRENTLY OR HEREAFTER MAY BE REGULATED BY ANY STATE OR FEDERAL GOVERNMENTAL ENTITY. (c) Seller hereby represents and warrants to Purchaser as of the date hereof and as of the Closing Date (subject to Seller's Representation Update, as provided in Section 35) as follows (each a "Representation" and collectively, the "Representations"): (i) Seller has full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement and all documents executed by Seller which are to be delivered to Purchaser at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Seller, and at the time of Closing will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and do not and, at the time of Closing will not, violate any provision of any agreement or judicial order to which Seller or the Property is subject. (ii) The rent roll attached as Schedule B (the "Rent Roll") is true and correct in all material respects. Schedule B-1 is a true, correct and complete list of the documents composing the Leases, the Airspace Lease and the Ground Lease in effect as of the date hereof, together with a list of any agreements pursuant to which the Seller, as landlord, is bound to recognize any sublease or assignment. Seller has delivered to Purchaser, or made available to Purchaser for review, true, correct and complete copies of the documents set forth on Schedule B-1. Except for the notices attached as Exhibit 9, Seller has not given any written notice to a tenant under any Lease of a default which remains uncured. To Seller's Actual Knowledge, 25 507997960.10 Seller is not in default as landlord under any Lease. To Seller's Actual Knowledge, there are no parties other than tenants under a Lease (or their permitted subtenants or assignees) that have any right of occupancy with respect to all or any portion of the Property. No tenant has any option to purchase all or any portion of the Property. Except as shown on Schedule G or as otherwise set forth in this subparagraph, Seller, as landlord, has paid all Tenant Improvement Costs and Payable Commissions with respect to the Leases in effect as of the date of this Agreement. Schedule G lists any brokerage agreement pursuant to which any Payable Commission must be paid in connection with any future extension, renewal or expansion of a Lease. (iii) Schedule C-1 is a true, correct and complete list of the Contracts in effect as of the Effective Date which are not intended to be terminated as of the Closing, and Seller has delivered to Purchaser, or made available to Purchaser for review, true and complete, in all material respects, copies of all such Contracts set forth on Schedule C-1. Except as set forth on Schedule C-1, each Contract is in full force and effect, and there is no material default by Seller or, to Seller's Actual Knowledge, any other party thereunder. Schedule C-1 includes any equipment leasing agreement pursuant to which Seller leases any personal property equipment used on the Property (including, without limitation, copiers). (iv) Schedule D is a true, correct and complete list of the security deposits currently held by Seller under the Leases in effect as of the date hereof. Except as expressly indicated on Schedule D, no security deposit held by Seller is in the form of an L/C. (v) To the Seller's Actual Knowledge, Schedule E is a tenant arrearage schedule which, to Seller's Actual Knowledge, is true, correct and complete in all material respects as of the date set forth thereon. (vi) Except for the matters set forth on Schedule F, there is no action, suit, litigation, arbitration, investigation, hearing or administrative proceeding pending against Seller or pertaining to the Property or any part thereof, or, from and after the date on which Seller closed on title to the Property, to Seller's Actual Knowledge, threatened with respect to Seller or all or any portion of the Property. (vii) There are no condemnation or eminent domain proceedings pending, or, from and after the date on which Seller closed on title to the Property, to Seller's Actual Knowledge, threatened in writing against the Premises. (viii) Seller is not a party as debtor to any insolvency or bankruptcy proceeding or assignment for the benefit of creditors under the Bankruptcy Code or of any state insolvency laws. (ix) Seller has not transferred or agreed to transfer any development or air rights pertaining to the Premises. (x) Seller is not a "foreign person" within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986 (as amended, the "Code"), as amended. 26 507997960.10 (xi) Other than as set forth in the Ground Lease, Seller has not granted any option, right of first refusal or first opportunity or other preferential right to acquire the Property or any portion thereof or any interest therein. Seller has notified Ground Lessor of its intent to sell the Premises to Purchaser on the terms and conditions set forth herein in accordance with Seller's obligations under Section 23.2 of the Ground Lease. As of the Effective Date, Ground Lessor has waived in writing Ground Lessor's right to purchase the Property as provided in Section 23.2 of the Ground Lease, and Seller has delivered a true and correct copy of such written waiver to Purchaser. (xii) No governmental entity with jurisdiction, or other person or entity has asserted, or to Seller's knowledge, has threatened to assert that the Property, or any part thereof, is in violation of any applicable legal requirement, and Seller has all certificates of occupancy, permits and other governmental consents necessary to own and operate the Property for its current use. (xiii) Except as set forth on Schedule H, Seller has not received any written notice from any governmental authority alleging the existence at the Property of any violation of any Environmental Laws, or informing Seller of any governmental investigation, audit, cleanup, abatement or containment with respect to environmental contamination at the Property. During Seller's ownership of the Property there has been no generation, treatment, storage, transfer, disposal or release of Hazardous Materials on, in, under or emanating from the Property, there have been no underground storage tanks on the Property and no underground storage tanks have been removed from the Property, and there are no facts that would lead Seller to believe that there are any Hazardous Materials on, in under or emanating from the Property. The term "Hazardous Materials" means (a) those substances included within the definitions of any one or more of the terms "hazardous materials," "hazardous wastes," "hazardous substances," "industrial wastes," and "toxic pollutants," as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or nonfriable (collectively, "Asbestos"), (e) polychlorinated biphenyl ("PCBs") or PCB-containing materials or fluids, (f) per- and polyfluoroalkyl substances (PFAS), (g) radon, (h) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (i) any other substance with respect to which any Environmental Law or governmental authority requires environmental investigation, monitoring or remediation. The term "Environmental Laws" means all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. §§ 136 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S. §§ 6901 et seq.), the Toxic Substance Control Act, as amended (15 U.S.C. §§ 2601 et seq.), the Clean 27 507997960.10 Air Act, as amended (42 U.S.C. §§ 7401 et seq.). the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. §§651 et seq.). the Safe Drinking Water Act, as amended (42 U.S.C. §§ 300f et seq.), Environmental Protection Agency regulations pertaining to Asbestos (including, without limitation, 40 C.F.R. Part 61, Subpart M, the United States Environmental Protection Agency Guidelines on Mold Remediation in Schools and Commercial Buildings, the United States Occupational Safety and Health Administration regulations pertaining to Asbestos including, without limitation, 29 C.F.R. Sections 1910.1001 and 1926.58), applicable state or local statutes and the rules and regulations promulgated pursuant thereto regulating the storage, use and disposal of Hazardous Materials, and any state or local counterpart or equivalent of any of the foregoing, and any federal, state or local transfer of ownership notification or approval statutes. (xiv) Seller has full legal access to all the Premises that are the subject of the Ground Lease and the Airspace Lease. (xv) The Ground Lease is valid and binding and in full force and effect and Seller has not received any notification that Seller is in default with respect to the Ground Lease, nor to Seller's Actual Knowledge, are there any disputes between Ground Lessor and Seller with respect to the Ground Lease. Seller has performed all obligations required to be performed by it to date under, and is not in default in respect of, the Ground Lease, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To Seller's Actual Knowledge, no other party to the Ground Lease is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. (xvi) The Airspace Lease is valid and binding and in full force and effect and Seller has not received any notification that Seller is in default with respect to the Airspace Lease, nor are there any disputes between any landlord and Seller with respect to the Airspace Lease. Seller has performed all obligations required to be performed by it to date under, and is not in default in respect of, the Airspace Lease, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. To Seller's Actual Knowledge, no other party to the Airspace Lease is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default. (xvii) Seller owns, or at Closing, will own the Personalty and Intangible Property free and clear of all liens and encumbrances and rights of third parties. (xviii) Seller has not filed any petition in bankruptcy or made any assignment for the benefit of creditors, or filed any petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws wherein Seller is named a debtor, and Seller has not received written notice of any such petition or action filed or initiated against it. There are no attachments, executions, assignments for the benefit of creditors, involuntary proceedings in bankruptcy or under any other debtor relief laws contemplated by or pending or, to Seller's actual knowledge, threatened, against Seller or the Property. (xix) Neither Seller, nor any of its partners, members or managers (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by the 28 507997960.10 Office of Foreign Asset Control, Department of the Treasury ("OFAC") pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) ("Order") and all applicable provisions of Title III of the USA PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State; (iv) is listed on any list or qualification of "Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraqi Sanctions Act, Publ. L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively called the "Orders"); (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.) At any time and from time to time, Seller shall deliver to Purchaser, within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Seller evidencing and reconfirming the representations set forth in this subparagraph. Seller acknowledges that it shall be a material default by Seller under this Agreement in the event that Seller or any of its partners, members or managers is a person who is someone described in clauses (i) - (vii) above. (xx) To Seller's Actual Knowledge the Property Information (i) provided by Seller to Purchaser on the Datasite through the end of the Due Diligence Period constitutes true, correct and complete copies of the corresponding original or digital files in the possession or control of Seller and (ii) includes all material documentation or information in the possession or control of Seller that is described in, or responsive to, Section 2(a) and/or Schedule C. Any and all uses of the phrase, "to Seller's Actual Knowledge" or other references to Seller's knowledge in this Agreement, shall mean the actual, present, conscious knowledge of Jolene Parks and/or Shawn Jackson, (collectively, the "Seller Knowledge Individuals") as to a fact at the time given, after due and diligent inquiry. Seller represents and warrants that the Seller Knowledge Individuals are the persons at Seller most knowledgeable about the Property and the subject matter of this Agreement. The Seller Knowledge Individuals shall have no personal liability for any matter set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individual or of any other individual or entity, shall be imputed to the Seller Knowledge Individual. 29 507997960.10 The representations and warranties of Seller contained in this Section 10(c) shall survive the Closing for nine (9) months following the Closing Date (the "Limitation Period"). Each such representation and warranty shall automatically be null and void and of no further force and effect following the expiration of the Limitation Period unless, prior to the expiration of the Limitation Period, Purchaser shall have provided Seller with a notice alleging that Seller is in breach of such representation or warranty and specifying in reasonable detail the nature of such breach. After Closing, Purchaser shall allow Seller sixty (60) days after its notice within which to cure such breach or if such breach cannot be cured within such sixty (60) day period, and Seller notifies Purchaser it wishes to extend its cure period (the "Cure Extension Notice"), such additional reasonable period of time (not to exceed an additional thirty (30) days) as is required to cure the same so long as such cure has been commenced within such sixty (60) day period and is being diligently pursued to completion. If Seller fails to cure such breach after written notice thereof, Purchaser's sole remedy (subject to Section 19) shall be to commence a legal proceeding against Seller alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have suffered actual damages as a result thereof (a "Proceeding"), which Proceeding must be commenced, if at all, within sixty (60) days after the expiration of the Limitation Period; provided, however, that if Purchaser gives Seller written notice of such a breach within the Limitation Period, and Seller subsequently sends a Cure Extension Notice, then Purchaser shall have until the date which is thirty (30) days after the date Seller notifies Purchaser it has ceased endeavoring to cure such breach, to commence such Proceeding. If Purchaser shall have timely commenced a Proceeding and a court of competent jurisdiction shall, pursuant to a final, non-appealable order in connection with such Proceeding, determine that (1) Seller was in breach of the applicable representation or warranty as of the Effective Date or the Closing Date, as applicable, and (2) Purchaser suffered actual damages (the "Damages") by reason of such breach, and (3) Purchaser either did not have actual knowledge of such breach on or prior to the Closing Date as described in Section 10(d) below, or is not deemed to have such knowledge, then Purchaser shall be entitled to receive an amount equal to the Damages (subject to Section 10(h) below), plus Purchaser's reasonable costs and expenses in pursuing the Proceeding (subject to the Expense Cap). Any such Damages, subject to the limitations contained herein, shall be paid within thirty (30) days following the entry of such final, non-appealable order. In the event that Seller shall be in breach of any of the Representations, Purchaser shall have no recourse to the property or other assets of Seller or any of the other Exculpated Parties, other than the net sale proceeds from the sale of the Property and Purchaser's sole remedy after Closing, in such event, shall be as described above. (d) The representations and warranties of Seller set forth in Section 10(c) are subject to the following limitations: (i) Seller shall not be deemed in breach of its representations and warranties contained in Section 10(c)(iii) if Purchaser does not assume Contract(s) which violate(s) such representations and warranties and neither Purchaser nor the Property would otherwise be bound thereby, and (ii) in the event that, prior to the Closing, Purchaser shall obtain knowledge of any information that which would be reasonably apparent to a sophisticated real estate professional upon such professional's review of the item or other information as pertaining or relating to any of Seller's representations set forth in this Agreement as being contradictory to, and would constitute the basis of a breach of, any representation or warranty or failure to satisfy any condition on the part of Seller, then, promptly thereafter (and, in all events, prior to Closing), Purchaser shall deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, and Purchaser further 30 507997960.10 acknowledges that effective immediately after Closing such representation or warranty will not be deemed breached in the event Purchaser shall have, prior to Closing, obtained knowledge of any information that is contradictory to such representation or warranty and shall have failed to disclose to Seller as required hereby and Purchaser shall not be entitled to bring any action after the Closing Date based on such representation or warranty. Without limiting the generality of the foregoing, Purchaser shall be deemed to know that any representation or warranty contained herein is untrue, inaccurate or breached to the extent that (1) Purchaser has actual knowledge of any fact or information which is inconsistent with such representation or warranty or (2) the Leases appearing in the Datasite, or tenant estoppel certificates delivered after the Effective Date, contain provisions inconsistent with any of such representations and warranties. (e) Each of the provisions of Section 10 shall survive the Closing, but such survival shall be limited, in the case of the representations and warranties set forth in Section 10(c), to the extent set forth therein. The provisions of Sections 10(a) and 10(b) shall be deemed incorporated by reference and made a part of all documents or instruments delivered by Seller to Purchaser in connection with the sale of the Property. (f) Purchaser hereby represents and warrants to Seller as of the date hereof and as of Closing that: (i) Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms and this Agreement and all documents executed by Purchaser which are to be delivered to Seller at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Purchaser and are, and at the time of Closing will be the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms. (ii) Purchaser represents, warrants and covenants that neither Purchaser, nor any of its partners, members or managers (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and all applicable provisions of Title III of the USA PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State; (iv) is listed on any list or qualification of "Designated Nationals" as defined in the Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraqi Sanctions Act, Publ. L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201, all as may be amended from time to time); or any other applicable requirements contained in any enabling legislation or other Executive Orders in respect of the Order; (vi) is engaged in activities prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money 31 507997960.10 laundering or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.) At any time and from time to time, Purchaser shall deliver to Seller, within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Seller evidencing and reconfirming the representations set forth in this subparagraph. Purchaser acknowledges that it shall be a material default by Purchaser under this Agreement in the event that Purchaser or any of its partners, members or managers is a person who is someone described in clauses (i) - (vii) above. (g) Intentionally Omitted. (h) Notwithstanding anything to the contrary set forth in this Agreement, Seller's liability for breach of any covenant, representation or warranty of Seller contained in this Agreement and in any document executed by Seller pursuant to this Agreement, shall, subject to the limitations of survival set forth in this Section 10, be limited to claims in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate (after which time Seller shall be liable for all damages, costs and expenses, including the initial $50,000 thereof) (the "Liability Floor"), and Seller's aggregate liability for any and all claims arising out of any such covenants, representations and warranties shall not exceed two and one half percent (2.5%) of the Purchase Price (the "Liability Cap"), provided that any liability of Seller with respect to any post-closing true up of prorations, Seller's obligations pursuant to Section 3(a)(iv), Seller's post-closing obligations under Sections 11 and 12, any brokerage indemnity and any provision for the payment of attorney's fees shall not be limited by the Liability Floor or Liability Cap and shall not count against the Liability Cap. In addition, in every case Purchaser's recovery for any claims referenced above shall be net of any insurance proceeds and any indemnity, contribution or other similar payment recovered by Purchaser from any insurance company, tenant, or other third party. 11. DAMAGE AND DESTRUCTION. (a) If all or any part of the Building is damaged by fire or other casualty occurring on or after the Effective Date and prior to the Closing Date, whether or not such damage affects a material part of the Building, then: (i) if (1) the estimated cost of repair or restoration is less than or equal to Five Hundred Thousand and No/100 Dollars ($500,000.00), (2) the estimated time to substantially complete such repair or restoration is twelve (12) months or less, (3) the damage does not cause access (as of the Effective Date) to the Property to be restricted (other than on a temporary basis), (4) the damage does not cause the Property to not be in compliance with local zoning laws and ordinances in any way that cannot be remedied by restoring the Property to substantially the condition it was in prior to such damage, and (5) Seller's insurer has committed to fully cover (subject to deductible) the damage under its policies of insurance in writing, then neither party shall have the right to terminate this Agreement and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such destruction or damage. In such event, Seller shall assign to Purchaser so that Purchaser shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of such physical damage or 32 507997960.10 destruction as shall be necessary to perform repairs to the Building and/or to rebuild the Building to substantially the same condition as it existed prior to the occurrence of such fire or other casualty and Purchaser shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Property or to repair or restore any damages, in no event to exceed the amount of the loss; provided, however, if the insurer is unwilling or unable to permit the assignment of any insurance claim to Purchaser, then Seller shall cooperate with Purchaser to prosecute such claim at Purchaser's direction, but in Seller's name, and pay any resulting proceeds to Purchaser within five (5) business days following Seller's receipt thereof. Seller's obligations under the foregoing proviso shall survive Closing and shall not be subject to the Liability Cap or Liability Floor. In the event such amount reasonably spent by Seller shall exceed the amount of the deductible on such casualty insurance policy, then Purchaser shall deliver such excess amount to Seller, within ten (10) business days of its receipt of any casualty insurance proceeds received on account of such casualty. Seller shall not settle any claim under its insurance policies under this Section 11 without Purchaser's prior written approval, such approval not to be unreasonably withheld, conditioned or delayed (it being understood that Purchaser will be reasonable in withholding approval if the settlement would result in payment of insurance proceeds that, when added to the deductible payable by Seller, is less than the full replacement cost). (ii) if (1) the estimated cost of repair or restoration exceeds Five Hundred Thousand and No/100 Dollars ($500,000.00), (2) if the estimated time to substantially complete such repair or restoration exceeds twelve (12) months, (3) the damage causes access, as of the Effective Date, to the Property to be restricted on a non-temporary basis, (4) the damage causes the Property to not be in compliance with local zoning laws and ordinances and such noncompliance cannot be remedied by restoring the Property to substantially the condition it was in prior to such damage, or (5) Seller's insurer has not committed to fully cover (subject to the deductible) the damage under its policies of insurance in writing, then Purchaser shall have the option, exercisable on or prior to the Casualty Election Date (as hereinafter defined), time being of the essence, to terminate this Agreement by delivering notice of such termination to Seller, whereupon the Deposit, together with all interest accrued thereon, shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except for such provisions which are expressly provided in this Agreement to survive the termination hereof. If a fire or other casualty described in this Section 11(a)(ii) shall occur and Purchaser shall not timely elect to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such destruction or damage and, in such event, Seller shall assign to Purchaser and Purchaser shall have the right to make a claim for and to retain (x) any casualty insurance proceeds received under the casualty insurance policies in effect with respect to the Premises on account of such physical damage or destruction as shall be necessary to perform repairs to the Building and/or to rebuild the Building to substantially the same condition as existed prior to the occurrence of such fire or other casualty and Purchaser shall receive a credit against the cash due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the Property or to repair or restore any damages, in no event to exceed the amount of the loss and (y) the amount of any rent loss insurance relating 33 507997960.10 to the Premises so damaged with respect to periods on and after the Closing Date; provided, however, if the insurer is unwilling or unable to permit the assignment of any insurance claim to Purchaser, then Seller shall cooperate with Purchaser to prosecute such claim at Purchaser's direction, but in Seller's name, and pay any resulting proceeds to Purchaser within five (5) business days following Seller's receipt thereof. Seller's obligations under the foregoing proviso shall survive Closing and shall not be subject to the Liability Cap or Liability Floor. In the event such amount spent by Seller shall exceed the amount of the deductible on such casualty insurance policy, then Purchaser shall deliver such excess amount to Seller, within ten (10) business days of its receipt of any casualty insurance proceeds received on account of such casualty. (b) The estimated cost to repair and/or restore and the estimated time to complete contemplated in Section 11(a) above shall be established by estimates obtained by Seller from independent contractors, subject to Purchaser's review and reasonable approval of the same and the provisions of Section 11(c) below. Seller and Purchaser shall cooperate and exercise due diligence to obtain damage estimation and insurance proceeds. (c) The provisions of this Section 11 supersede any law applicable to the Premises governing the effect of fire or other casualty in contracts for real property. Any disputes under this Section 11 as to the cost of repair or restoration or the time for completion of such repair or restoration shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within ten (10) days after a dispute arises, then either party may request the office of the American Arbitration Association located in Seattle, Washington to designate an arbitrator. Such arbitrator shall be an independent architect or engineer having at least ten (10) years of experience in the construction of office buildings in Seattle, Washington. The determination of the arbitrator shall be conclusive and binding upon the parties. The costs and expenses of such Arbitrator shall be borne equally by Seller and Purchaser. (d) "Casualty Election Date" means (i) the tenth (10th) business day following Seller's delivery of the estimates as described in Section 11(b) above or, (ii) if there is a dispute pursuant to Section 11(c) above, the tenth (10th) business day following final resolution of such dispute by arbitration determination or agreement of the parties. (e) In the event of any fire or other casualty, the Scheduled Closing Date shall be extended to the tenth (10) business day following the Casualty Election Date; provided, however, the Scheduled Closing Date shall not be extended more than ninety (90) days in the aggregate. 12. CONDEMNATION. (a) If, prior to the Closing Date, any part of the Premises is taken (other than a temporary taking), by any party other than Purchaser, or if Seller shall receive an official notice from any governmental authority, other than Purchaser, having eminent domain power over the Premises of its intention to take, by eminent domain proceeding, any part of the Premises (a "Taking"), then: 34 507997960.10 (i) such Taking is "material taking" if such Taking would, if implemented, (1) take any portion of the Building on the Property, (2) on a non-temporary basis negatively affect vehicular or pedestrian access to and from the Property, or (3) take more than 25 parking spaces or such lesser number of parking spaces as would cause the Premises to no longer comply with the requirements of any applicable law, Lease or Permitted Encumbrance. If a Taking is not a material taking, then neither party shall have any right to terminate this Agreement, and the parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, however, that Seller shall, on the Closing Date, (x) assign and remit to Purchaser the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (y) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller's right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking; provided, however, if the governmental authority is unwilling or unable to permit the assignment of rights to any such award to Purchaser, then Seller shall cooperate with Purchaser to obtain payment of such award at Purchaser's direction, but in Seller's name, and pay any resulting award to Purchaser within five (5) business days following Seller's receipt thereof. Seller's obligations under the foregoing proviso shall survive Closing and shall not be subject to the Liability Cap or Liability Floor. (ii) if such Taking is a material taking, then Purchaser shall have the option, exercisable on or prior to the Condemnation Election Date, to terminate this Agreement by delivering notice of such termination to Seller, whereupon the Deposit, together with all interest accrued thereon, shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and neither party shall have any further rights or liabilities against or to the other except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof. If a Taking described in this Section 12(a)(ii) shall occur and Purchaser shall not timely elect to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, however, that Seller shall, on the Closing Date, (x) assign and remit to Purchaser the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (y) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller's right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking; provided, however, if the governmental authority is unwilling or unable to permit the assignment of any insurance claim to Purchaser, then Seller shall cooperate with Purchaser to prosecute such claim at Purchaser's direction, but in Seller's name, and pay any resulting proceeds to Purchaser within five (5) business days following Seller's receipt thereof. Seller's obligations under the foregoing proviso shall survive Closing and shall not be subject to the Liability Cap or Liability Floor. (b) The provisions of this Section 12 supersede any law applicable to the Premises governing the effect of condemnation in contracts for real property. Any disputes under this Section 12 as to whether the Taking is a material taking shall be resolved by expedited 35 507997960.10 arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within five (5) days after a dispute arises, then either party may request the office of the American Arbitration Association located in Seattle, Washington to designate an arbitrator. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of office buildings in Seattle, Washington. The costs and expenses of such Arbitrator shall be borne equally by Seller and Purchaser. (c) "Condemnation Election Date" means (x) the tenth (10th) business day following Seller's delivery of an independent architect's determination as described in Section 12(a)(ii) above or, (y) if Purchaser timely delivered a notice disputing such independent architect's determination, the tenth (10th) business day following final resolution of such dispute by arbitration determination or agreement of the parties. (d) In the event of any Taking the Scheduled Closing Date shall be extended to the tenth (10th) business day following the Condemnation Election Date. 13. BROKERS AND ADVISORS. (a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a "Broker") in connection with this Agreement or the transactions contemplated hereby. Purchaser has engaged Heartland LLC ("Purchaser's Advisor") to provide Purchaser with certain market research and due diligence advice in connection with the transaction contemplated under this Agreement, and Purchaser shall pay Purchaser's Advisor's fees pursuant to a separate written agreement. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by Purchaser's Advisor or by any Broker engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby. (b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing, harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys' fees, court costs and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby. (c) The provisions of this Section 13 shall survive the termination of this Agreement or the Closing. 36 507997960.10 14. Reserved. 15. TRANSFER TAXES AND TRANSACTION COSTS. (a) At the Closing, Seller and Purchaser shall execute, acknowledge, deliver and file an affidavit in the form then authorized for use in King County, Washington (the "REETA") for the reporting and payment of Washington State real estate excise tax under Chapter 82.45 RCW and Chapter 458-61A WAC (collectively, as the same may be amended from time to time, the "Transfer Tax Laws"). Washington State real estate excise tax payable pursuant to the Transfer Tax Laws shall collectively be referred to as the "Transfer Taxes". Purchaser shall pay (or cause to be paid) the Transfer Taxes payable upon recording of the Deed at Closing. (b) payable to Escrow Agent. Seller and Purchaser shall each pay one-half of all escrow fees (c) Seller shall be responsible for the costs of (i) its legal counsel, advisors and other professionals employed by it in connection with the sale of the Property; (ii) Seller's closing costs in connection with the transactions contemplated by this Agreement; (iii) the costs of recording the Deed, the Deed of Improvements, the Assignment and Assumption of Ground Lease and the Assignment and Assumption of Airspace Lease; (iv) any termination fees payable in connection with any Contracts that are not Assumed Contracts; and (v) premiums and fees to title examination, the Commitment, and the Title Policy, provided, however, that Purchaser shall be responsible in all cases for all endorsements and any extended coverage included in the Title Policy. (d) Except as otherwise provided above, Purchaser shall be responsible for (i) the costs and expenses associated with its inspections, (ii) the costs and expenses of its legal counsel, advisors and other professionals employed by it in connection with the sale of the Property, (iii) all premiums and fees associated with all endorsements and any extended coverage included in the Title Policy and all related charges and survey costs (including the cost of the Survey) in connection therewith, (iv) all costs and expenses incurred in connection with any financing obtained by Purchaser, including without limitation, loan fees, mortgage or deed of trust recording taxes, financing costs and lender's legal fees, and (v) Purchaser's closing costs in connection with the transactions contemplated by this Agreement. (e) 16. The provisions of this Section 15 shall survive the Closing. DELIVERIES TO BE MADE ON THE CLOSING DATE. (a) Seller's Documents and Deliveries: On the Closing Date, Seller shall deliver or cause to be delivered to Escrow Agent (or directly to Purchaser, in the case of those items described in the last paragraph of this Section below) the following: (i) A duly executed and acknowledged bargain and sale deed ("Deed") in the form of Exhibit 2 transferring that portion of the Premises owned by Seller in fee simple as of the Effective Date; 37 507997960.10 (ii) The bargain and sale deed for the Building and other improvements ("Deed of Improvements") in the form of Exhibit 15. (iii) A duly executed Bill of Sale (the "Bill of Sale") in the form of Exhibit 3; (iv) Originals or, if originals are unavailable, copies, of the Leases and Assumed Contracts then in effect to the extent in Seller's possession; (v) Letters executed by Seller to all tenants under the Leases in the form of Exhibit 4; (vi) Originals or, if originals are unavailable, copies, of plans and specifications, technical manuals and similar materials for the Building to the extent same are in Seller's possession; (vii) A duly executed certification as to Seller's nonforeign status as prescribed in Section 20, if appropriate, in the form of Exhibit 5; (viii) The security deposits held by Seller as security under the Leases, but only to the extent the same have not been applied or credited against the Purchase Price in accordance with Section 9(b); (ix) Originals or, if originals are unavailable, copies, of all construction and equipment warranties and all books and records relating to the operation of the Premises and maintained by Seller during Seller's ownership thereof, to the extent same are in Seller's possession; (x) Originals or, if originals are unavailable, copies, of all permits, licenses and approvals relating to the ownership, use or operation of the Premises, to the extent same are in Seller's possession; (xi) Keys and combinations in Seller's possession relating to the (xii) Originals or PDF copies of the Estoppels obtained pursuant operation of the Premises; to Section 35; (xiii) The Representation Update, with attached updated Rent Roll (dated within five (5) Business Days of the Closing Date), which shall include, without limitation, the same categories of information, and be in the same format as, the Rent Roll delivered to Purchaser as of the date hereof; (xiv) A letter in the form of Exhibit 10 attached hereto and incorporated herein by this reference, executed by Seller, a duplicate copy of which shall be sent by Purchaser after Closing to the lessors under the Ground Lease and the Airspace Lease; 38 507997960.10 (xv) A closing statement, setting forth the prorations and adjustments to the Purchase Price respecting the Property to be made pursuant to Section 6 (the "Closing Statement"), executed by Seller; (xvi) All approvals and consents from third parties and governmental agencies (if necessary) required to consummate the transactions contemplated hereby; (xvii) A customary owner's affidavit in form and substance reasonably acceptable to Seller and sufficient to enable the Title Company to issue an extended coverage Title Policy (the "Owner's Title Affidavit"); (xviii) All Personalty; (xix) A consent from Centimark to the assignment of the Roof Warranty to Purchaser, in form and substance reasonably acceptable to Purchaser; and (xx) Documents evidencing the due authority of Seller to execute and deliver the Closing Documents in form and substance sufficient to enable the Title Company to issue the Title Policy insuring Seller's due authority to convey the Property to Purchaser. Seller shall be deemed to have delivered the items set forth in clauses (iii), (v), (viii), (ix), (x), (xviii) and (xx) above if the same are left in the Building management office or, in the case of Personalty, in its existing location within the Premises, on the Closing Date. (b) Purchaser's Documents and Deliveries: On the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following: (i) Payment of the balance of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 6, in the manner required under this Agreement; (ii) Any other deliverables required to be delivered by Purchaser (iii) The Closing Statement, executed by Purchaser. hereunder. (iv) Documents evidencing the due authority of Purchaser to execute and deliver the Closing Documents in form and substance sufficient to enable the Title Company to issue the Title Policy insuring Purchaser's due authority to accept and assume the Property. (c) Jointly Executed Documents: Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) The REETA; 39 507997960.10 (ii) An Assignment and Assumption of Leases and Contracts (the "Assignment of Leases and Contracts") in the form of Exhibit 6 and with respect to those vendors which have agreed to execute an Assignment and Novation, an Assignment and Novation Agreement in the form of Exhibit 6-1 with respect to such Assumed Contracts; (iii) An Omnibus Assignment and Assumption Agreement (the "Omnibus Assignment and Assumption Agreement") in the form of Exhibit 7; (iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by the Title Company in order to effectuate the transfer of title to the Premises; (v) If Purchaser elects to assume the Property Management Agreement pursuant to Section 8(b)(xi), the duly executed Property Manager Assumption Documents; (vi) An assignment and assumption of Seller's right, title, and interest under the Ground Lease substantially in the form of Exhibit 11 attached hereto and incorporated herein by this reference ("Assignment and Assumption of Ground Lease"); and (vii) An assignment and assumption of Seller's right, title, and interest under the Airspace Lease substantially in the form of Exhibit 12 attached hereto and incorporated herein by this reference ("Assignment and Assumption of Airspace Ground Lease"). 17. CLOSING DATE. The closing of the transactions contemplated hereunder (the "Closing") shall occur, and the documents referred to in Section 16 shall be delivered upon tender of the Purchase Price provided for in this Agreement, on that date which is February 28, 2025 (such date, being referred to in this Agreement as the "Scheduled Closing Date; and the actual date of the Closing, the "Closing Date"), or such earlier date as may be mutually agreed in writing by Purchaser and Seller, by means of an escrow closing. The Scheduled Closing Date is subject to extension as provided in this Agreement (including, without limitation, pursuant to Section 9(e)). Notwithstanding anything in this Section 17 to the contrary, the parties agree to use commercially reasonable efforts to pre-close the transaction contemplated hereby (i.e., sign documents and deposit them into escrow) on the business day immediately preceding the Closing Date. The Closing shall occur with all deliveries required hereunder being made to Escrow Agent in accordance with escrow instructions consistent with the terms and conditions of this Agreement given by or on behalf of Seller and Purchaser, respectively; whereby escrow arrangements mutually acceptable to Seller and Purchaser shall allow Seller, Purchaser and their respective attorneys to consummate the Closing without being physically present and to exchange closing documents through such escrow. 18. NOTICES. All notices, demands, requests or other communications (collectively, "Notices") required to be given or which may be given hereunder shall be in writing and shall be sent by (a) 40 507997960.10 electronic mail, (b) certified or registered mail, return receipt requested, postage prepaid, (c) national overnight delivery service, or (d) personal delivery, addressed as follows: (i) If to Seller: c/o Urban Renaissance Group LLC 1425 Fourth Avenue, Suite 200 Seattle, WA 98101 Attention: Matt Simo with a copies to: PCCP, LLC 100 Pine Street; 29th Floor San Francisco, CA 94111 Attention: Erik Flynn E-mail: eflynn@pccpllc.com Pacifica Law Group LLP 1191 Second Avenue, Suite 2000 Seattle, WA 98101 Attention: John De Lanoy Gibson, Dunn & Crutcher LLP 333 S. Grand Ave., 49th Floor Los Angeles, CA 90071 Attention: Drew Flowers E-mail: dflowers@gibsondunn.com (ii) If to Purchaser: Port of Seattle Economic Development Division P.O. Box 1209 Seattle, WA 98111 Attention: Kyra Lise E-mail: Lise.K@portseattle.org with copies to: Port of Seattle Legal Department P.O. Box 1209 Seattle, WA 98111 41 507997960.10 Attention: Chris Leopold E-mail: Leopold.C@portseattle.org K&L Gates LLP 925 Fourth Avenue, Suite 2900 Seattle, WA 98104 Attention: Rhys Hefta E-mail: rhys.hefta@klgates.com Any Notice so sent by electronic, certified or registered mail, national overnight delivery service or personal delivery shall be deemed received on the date of delivery of such electronic email, the date of receipt or refusal as indicated on the return receipt, or the receipt of the national overnight delivery service or personal delivery service. A Notice may be given either by a party or by such party's attorney. Seller or Purchaser may designate, by not less than five (5) business days' notice given to the others in accordance with the terms of this Section 18, additional or substituted parties to whom Notices should be sent hereunder. 19. DEFAULT BY PURCHASER OR SELLER. (a) If Purchaser shall fail to close without legal excuse, Seller's sole and exclusive remedy by reason thereof shall be to terminate this Agreement and, upon such termination, Seller shall be entitled to retain the Deposit, together with all interest accrued thereon, as liquidated damages for Purchaser's default hereunder, it being agreed that the damages by reason of Purchaser's default are difficult, if not impossible, to ascertain, and thereafter Purchaser and Seller shall have no further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof. If Seller terminates this Agreement pursuant to a right given to it hereunder and Purchaser takes any action which interferes with Seller's ability to sell, exchange, transfer, lease, dispose of or finance the Property or take any other actions with respect thereto (including, without limitation, the filing of any lis pendens or other form of attachment against the Property), then the named Purchaser (and any permitted assignee of Purchaser's interest hereunder) shall be liable for all loss, cost, damage, liability or expense (including, without limitation, reasonable attorneys' fees, court costs and disbursements and consequential damages) incurred by Seller by reason of such action to contest by Purchaser. (b) If Seller shall be in material default under this Agreement and, in the case of any default other than a default in the obligation to perform on the Closing Date, such default shall continue for five (5) business days after notice to Seller, Purchaser as its sole remedy by reason thereof (in lieu of prosecuting an action for damages or proceeding with any other legal or equitable course of conduct, the right to bring such actions or proceedings not contemplated by this Section 19(b) being expressly and voluntarily waived by Purchaser, to the extent legally permissible, following and upon advice of its counsel) shall have the right subject to the other provisions of this Section 19(b) (i) to seek to obtain specific performance of Seller's obligations hereunder, provided that any action for specific performance shall be commenced within sixty (60) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action or (ii) to terminate this Agreement and, upon such termination, to receive a return of the Deposit, and Seller shall 42 507997960.10 promptly reimburse Purchaser for the actual, out-of-pocket costs (based on invoices submitted for such amounts), including reasonable legal fees, incurred by Purchaser in conducting its due diligence investigations pursuant to this Agreement and otherwise preparing for Closing on and financing the Property ("Purchaser's Expenses"), it being understood that if Purchaser fails to commence an action for specific performance within sixty (60) days after such default, Purchaser's sole remedy shall be to terminate this Agreement and receive a return of the Deposit, and reimbursement of Purchaser's Expenses. Notwithstanding anything in this Agreement to the contrary, at no time shall Seller be required to reimburse Purchaser for Purchaser's Expenses in excess of Three Hundred Thousand and No/100 Dollars ($300,000.00) (the "Expense Cap"), in the aggregate. Further, and notwithstanding anything else to the contrary, Seller shall not be required to reimburse Purchaser for any of Purchaser's Expenses in the event that Seller is unable to satisfy any closing condition, unless the inability to satisfy such closing condition is the result of a breach of a covenant, representation or warranty on the part of Seller. If Purchaser elects to seek specific performance of this Agreement, then as a condition precedent to any suit for specific performance, Purchaser shall be ready, willing and able to fully perform all of its obligations hereunder which are capable of being performed (other than the payment of the Purchase Price, which shall be paid as and when required by the court in the suit for specific performance). Upon such return of the Deposit, together with all interest accrued thereon and payment of Purchaser's Expenses by Seller to Purchaser, this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Anything herein to the contrary notwithstanding, if Seller defaults and Purchaser timely brings an action in specific performance, but is unable to obtain specific performance on account of Seller having conveyed the Property to a third party, having never owned the Property, having lacked the power or authority to enter into this Agreement, having failed to cure any Seller-Removed Title Exceptions or otherwise having committed any act of bad faith or acted with the intention to frustrate Purchaser's rights hereunder, then, in addition to a return of the Deposit, Purchaser shall be entitled to actual damages and Purchaser's Expenses on account of such default. Notwithstanding the foregoing, Purchaser shall have no right to seek specific performance if Seller shall be prohibited from performing its obligations hereunder by reason of any law, regulation, or other legal requirement applicable to Seller. (c) The provisions of this Section 19 shall survive the termination hereof for a period of two (2) years. 20. FIRPTA COMPLIANCE. Seller shall comply with the provisions of the Foreign Investment in Real Property Tax Act, Section 1445 of the Code (such section, as amended, "FIRPTA"). Seller acknowledges that Section 1445 of the Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform Purchaser that withholding of tax is not required upon the disposition of a United States real property interest by Seller, Seller hereby represents and warrants that Seller (or if Seller is a disregarded entity for tax purposes, Seller's parent) is not a foreign person as that term is defined in the Code. On the Closing Date, Seller shall deliver to Purchaser a certification as to Seller's non-foreign status in the form of Exhibit 5, and shall comply with any temporary or final regulations promulgated with respect thereto and any relevant revenue procedures or other officially published announcements of the Internal Revenue Service of the U.S. Department of the Treasury in connection therewith. 43 507997960.10 21. ENTIRE AGREEMENT. This Agreement contains all of the terms agreed upon between Seller and Purchaser with respect to the subject matter hereof, and all prior agreements, understandings, representations and statements, oral or written, between Seller and Purchaser are merged into this Agreement. The provisions of this Section 21 shall survive the Closing or the termination hereof. 22. AMENDMENTS. This Agreement may not be changed, modified or terminated, except by an instrument executed by Seller and Purchaser. The provisions of this Section 22 shall survive the Closing or the termination hereof. 23. WAIVER. No waiver by either party of any failure or refusal by the other party to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to so comply. The provisions of this Section 23 shall survive the Closing or the termination hereof. 24. PARTIAL INVALIDITY. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. The provisions of this Section 24 shall survive the Closing or the termination hereof. 25. SECTION HEADINGS. The headings of the various sections of this Agreement have been inserted only for the purposes of convenience, and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement. The provisions of this Section 25 shall survive the Closing or the termination hereof. 26. GOVERNING LAW. This Agreement shall be governed by the laws of the state of Washington without giving effect to conflict of laws principles thereof. The provisions of this Section 26 shall survive the Closing or the termination hereof. 27. PARTIES; ASSIGNMENT AND RECORDING. (a) This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon Seller and Purchaser and their respective successors and permitted assigns; provided, however, that none of the representations or warranties made by Seller hereunder shall inure to the benefit of any person or entity that may, after the Closing Date, succeed to Purchaser's interest in the Property. 44 507997960.10 (b) Purchaser may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder or any of the direct or indirect ownership interests in Purchaser, without first obtaining Seller's written consent thereto, in Seller's sole discretion. (c) Except in connection with any effort by Purchaser to specifically enforce this Agreement following a Seller default, neither this Agreement nor any memorandum hereof may be recorded without first obtaining Seller's consent thereto. (d) The provisions of Section 27(a) and 27(c) shall survive the Closing or the termination hereof. The provisions of Section 27(b) shall survive the termination hereof. 28. CONFIDENTIALITY. (a) Until the Closing, Purchaser and its partners, members, attorneys, agents, employees and consultants will treat the information disclosed to it by Seller, or otherwise gained through Purchaser's access to the Property, as confidential, giving it the same care as Purchaser's own confidential information, and make no use of any such disclosed information not independently known to Purchaser except in connection with the transactions contemplated hereby, including any proposed financing for this acquisition. This provision will not apply to the release of information that is in the public domain through no fault of Purchaser, was lawfully available to Purchaser on a non-confidential basis prior to its disclosure hereunder, becomes lawfully available to Purchaser on a non-confidential basis from a source other than Seller, to the extent disclosure is required in connection with Purchaser's financing (including, without limitation, to rating agencies) or to the extent reasonably determined by Purchaser to be required by law or regulation. Purchaser shall be permitted to disclose such information to its legal counsel, prospective lenders(s), equity investors, participants and capital providers, consultants, accountants and counselors assisting Purchaser with this transaction, provided that Purchaser obtains the agreement of each such party to comply with the confidentiality provisions hereof. (b) Notwithstanding anything to the contrary in this Section 28, Purchaser's confidentiality obligations under this Agreement are subject and subordinate to its public disclosure obligations and responsibilities pursuant to the Washington Public Records Act, Chapter 42.56 RCW (the "PRA"). Seller acknowledges that this Agreement, the terms and conditions hereof, and any Property Information or other materials provided to Purchaser by or on behalf of Seller may be subject to PRA disclosure, and that compliance with the PRA and related disclosures shall be in Purchaser's sole and absolute discretion. (c) The provisions of Section 28(a) shall survive the termination of this Agreement. The provisions of Section 28(b) shall survive (i) termination of this Agreement or (ii) for a period of one (1) year following the Closing Date. 29. FURTHER ASSURANCES. Seller and Purchaser will do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices, transfers and assurances as may be reasonably required by the other party, for the better assuring, conveying, assigning, transferring and confirming unto Purchaser the Property and for carrying out the intentions or facilitating the consummation of this Agreement. The provisions of this Section 29 shall survive the Closing. 45 507997960.10 30. THIRD PARTY BENEFICIARY. This Agreement is an agreement solely for the benefit of Seller and Purchaser (and their permitted successors and/or assigns). No other person, party or entity shall have any rights hereunder nor shall any other person, party or entity be entitled to rely upon the terms, covenants and provisions contained herein. The provisions of this Section 30 shall survive the Closing or the termination hereof. 31. JURISDICTION AND SERVICE OF PROCESS. The parties hereto agree to submit to personal jurisdiction in Seattle, Washington in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, the parties hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the parties in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Seattle, Washington and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the parties by registered or certified mail to or by personal service at the last known address of the parties, whether such address be within or without the jurisdiction of any such court. The provisions of this Section 31 shall survive the Closing or the termination hereof. 32. INTENTIONALLY OMITTED. 33. MISCELLANEOUS. (a) This Agreement may be executed in multiple counterparts (including electronically mailed PDFs), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. (b) Any consent or approval to be given hereunder (whether by Seller or Purchaser) shall not be effective unless the same shall be given in advance of the taking of the action for which consent or approval is requested and shall be in writing. Except as otherwise expressly provided herein, any consent or approval requested of Seller or Purchaser may be withheld by Seller or Purchaser in its sole and absolute discretion. (c) Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of the Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent's duties as real estate reporting person. (d) Either party may consummate the purchase or sale (as applicable) of the Property as part of a so-called like kind exchange (an "Exchange") pursuant to § 1031 of the Code, provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging party's obligations under this Agreement; (b) the 46 507997960.10 exchanging party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (c) neither party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by the non-exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code. Subject to the foregoing, however, the parties shall reasonably cooperate with each other in order to permit such an Exchange to be made. (e) As used in this Agreement, the term "business day" shall mean every day other than Saturdays, Sundays, all days observed by the federal or Washington government as legal holidays and all days on which commercial banks in Washington are required by law to be closed. Any reference in this Agreement to a "day" or a number of "days" (other than references to a "business day" or "business days") shall mean a calendar day or calendar days. (f) The provisions of this Section 33 shall survive the Closing or the termination hereof. 34. ATTORNEYS' FEES. In the event of any litigation between the parties hereto to enforce any of the provisions of this Agreement or any right of either party hereto, the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable attorneys' fees and disbursements, incurred herein by the successful party in and as part of the judgment rendered in such litigation. The provisions of this Section 34 shall survive Closing. 35. ADDITIONAL CONDITIONS TO CLOSING. (a) Tenant Estoppels. (i) On or before the Effective Date ("Draft Estoppel Date"), Seller shall prepare estoppel certificates for each Lease, other than leases (in each case, a "GSA Lease") with the United States of America ("GSA"), in the form of Exhibit 8 or in such other form as is specified in the subject Lease (including any express limitations contained in the subject Lease) (an "Estoppel") and shall deliver copies of such draft estoppels to Purchaser for review and comment. Notwithstanding the foregoing, Purchaser and Seller hereby agree that the Estoppels for all GSA Leases shall be on GSA's standard form (the "GSA Estoppels"). Purchaser shall provide any comments to such draft estoppels within seven (7) days following the Effective Date, and Seller shall consider in good faith any comments received from Purchaser, particularly in circumstances where the comment is made to address a factual inconsistency and ambiguity. Purchaser's failure to comment on an estoppel prior to the expiration of the period set forth above shall be deemed Purchaser's approval of the form of such estoppel. Seller shall use reasonable 47 507997960.10 efforts to attempt to procure an Estoppel from each tenant under a Lease at the Property. Seller shall deliver copies of any signed estoppels to Purchaser promptly upon receipt. (ii) It shall be a condition precedent to Purchaser's obligation to proceed with Closing that Purchaser shall have received Acceptable Estoppels (as hereinafter defined) in PDF format from (i) tenants who collectively occupy at least seventy percent (70.0%) ("Required Percentage") of the leased square footage of the Building (less that portion of the Building occupied by Purchaser under the Existing Purchaser Lease) prior to Closing, and (ii) from each of the following tenants: (i) GSA (using the GSA's form of estoppel); (ii) Lyndon Incorporated, (iii) McDonald Miller, (iv) Atkinson Construction (the "Major Tenant Estoppels"); provided, however, that if Seller is not able to provide the Required Percentage of Estoppels, Seller shall have the option to cure such a failure of condition by Seller's delivery of a so called seller estoppel certificate in form and substance reasonably acceptable to Seller and Purchaser with respect to up to ten percent (10%) of the Required Percentage, provided, further, however, that Seller shall not be permitted to substitute a so called seller estoppel certificate for any of the Major Tenant Estoppels. An Estoppel is an "Acceptable Estoppel" if (a) it is in substantially the form required by this Agreement, (b) it is dated no earlier than January 1, 2025, (c) it does not allege any default by Seller, as landlord, and (d) it does not include any allegation of material fact that, in a material way, contradicts Seller's representations and warranties in this Agreement. (iii) If Seller is unable to satisfy the requirements set forth in this Section 35(a), Purchaser may, but shall not be obligated to, permit the Closing to be adjourned up to sixty (60) days as provided in Section 9(e). For the avoidance of doubt, the Major Tenant Estoppels obtained by Seller shall be counted towards the Required Percentages. If Seller, despite its reasonable efforts, does not or cannot deliver the required Estoppels by the Scheduled Closing Date or the Closing Date as extended pursuant to this Section 35(a)(iii), Purchaser's sole remedy shall be to terminate this Agreement and receive the return of the Deposit or to close notwithstanding the lack of the Estoppels without any reduction of the Purchase Price and without any liability of Seller relative thereto. Notwithstanding anything contained herein to the contrary, Purchaser shall notify Seller upon the date which is the earlier of (i) ten (10) business days following Purchaser receipt of executed Estoppels and (ii) one (1) business day before the Closing Date, of Purchaser's objections to any such Estoppels; provided, that Purchaser shall have no right to object to (i) any items in such Estoppels which would not have a material adverse effect on the Property's income, title, marketability, value or operations, and/or (ii) the presence in any such Estoppel of any items required by the terms of any particular Lease; and/or the absence in any such estoppel of any items not required by the terms of any particular lease. Purchaser's failure to timely respond to Seller in accordance with the preceding sentence shall be deemed its approval of the Estoppels. (b) Representation Update. Five (5) Business Days prior to the Scheduled Closing Date, Seller shall deliver an instrument (the "Representation Update") in the form attached hereto as Exhibit 16 advising Purchaser in what respects, if any, Seller's Representations are inaccurate as of the date of such instrument. It shall be a condition precedent to Purchaser's obligations to effect a Closing hereunder that such Representation Update shall not contain information which: (x) causes any of the representations or warranties made by Seller herein on the Effective Date to be false or inaccurate in any material respect as though made at and as of the Closing Date, or (y) reflects a material breach of any of Seller's covenants contained herein; 48 507997960.10 provided, however, that in the event any Representation Update shall give rise to Purchaser's rights under this paragraph (b) not to effect a Closing hereunder, Purchaser shall advise Seller of the reasons therefor and, if susceptible to cure by Seller, Seller shall have up to an additional thirty (30) days to attempt to satisfy the condition precedent set forth herein, including, if Seller so elects, by extending the Closing Date, if necessary. If Purchaser elects not to proceed to Closing pursuant to this paragraph (b), after giving Seller a right to cure if and to the extent provided in the preceding sentence, then Purchaser shall notify Seller in writing of such determination, and in such event this Agreement shall terminate and Purchaser shall be entitled to a return of the Deposit. If the condition that gave rise to Purchaser's right to terminate the Agreement constitutes or is the result of a default on the part of Seller, then Purchaser shall have the remedies set forth in Section 19(b). If Purchaser is entitled to terminate this Agreement as a result of a Representation Update, but Purchaser elects not to do so and to proceed with Closing, then Seller's representations and warranties made as of the Closing Date shall be deemed modified to reflect the information disclosed in the Representation Update. If, following the delivery of the Representation Update and prior to the Closing, Seller learns of any information described in clauses (x) or (y) above that was not disclosed in the Representation Update, Seller shall immediately deliver an updated Representation Update and the Closing Date shall be adjourned until five (5) Business Days following receipt of the updated Representation Update to permit Purchaser to review and exercise its rights under this Section 35(b). 36. EXCULPATION. Purchaser agrees that it does not have and will not have any claims or causes of action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other affiliate of Seller, including, without limitation, any member, manager, officer, director, employee, trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate (collectively, "Seller's Affiliates"), arising out of or in connection with this Agreement or the transactions contemplated hereby; provided, however, that the foregoing shall not limit any liability that any Seller's Affiliate may have, and the foregoing waiver shall not extend to any claim that Purchaser may have against any Seller's Affiliate under applicable law, for or with respect to: (a) distributions actually received by any Seller's Affiliate from Seller to the extent such distributions rendered Seller insolvent, (b) distributions, payments or other transfers actually received by any Seller's Affiliate from Seller to the extent constituting a preference or fraudulent conveyance, (c) fraud or fraudulent inducement on the part of Seller or any Seller's Affiliate in connection with this Agreement, the Property or the transactions contemplated hereunder, (d) any contractual liability of such Seller's Affiliate under any other agreement with or for the benefit of Purchaser to which such Seller's Affiliate is a party, or (e) any liability any Seller's Affiliate may have to Purchaser in tort or under any applicable statutory law. Subject to the foregoing proviso, Purchaser agrees to look solely to Seller and its assets for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against any of Seller's Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing provisions of this Section 36, but subject to the proviso set forth in the first sentence of this Section 36, Purchaser hereby unconditionally and irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have against 49 507997960.10 Seller's Affiliates, and hereby unconditionally and irrevocably releases and discharges Seller's Affiliates from any and all liability whatsoever which may now or hereafter accrue in favor of Purchaser against Seller's Affiliates, in connection with or arising out of this Agreement or the transactions contemplated hereby. The provisions of this Section 36 shall survive the termination of this Agreement and the Closing. 37. TIME OF ESSENCE. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE PERFORMANCE BY SELLER AND PURCHASER OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER. [SIGNATURE PAGE FOLLOWS] 50 507997960.10 PURCHASER: PORT OF SEATTLE, Name: Title: Stephen P. Metruek Executive Director [Signatures continue on the following page] S-2 Signature Page to Purchase and Sale Agreement The undersigned hereby acknowledges and consents to the provisions of Sections 3(a) and 33(c): Land Services USA, LLC By: Name: Kristina M. Porter Title: Title Officer S-3 Signature Page to Purchase and Sale Agreement Schedule A Description of the Land THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KING, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS: Boysen Property PARCEL A: THAT PORTION OF THE NORTHERLY 250 FEET, AS MEASURED ALONG THE EASTERLY LINE OF PACIFIC HIGHWAY, OF THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, LYING EASTERLY OF SAID PACIFIC HIGHWAY SOUTH, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33 WITH THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH (THE ASSUMED BEARING OF SAID PACIFIC HIGHWAY SOUTH BEING SOUTH 1°44'28" EAST); THENCE ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET, SOUTH 88°31'34" EAST 599.88 FEET TO THE EAST LINE OF A TRACT DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE NORTH ALONG SAID EAST LINE 231.19 FEET; THENCE PARALLEL WITH THE ABOVE MENTIONED SOUTHERLY LINE NORTH 88°31'34" WEST 606.91 FEET TO THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH; THENCE ALONG SAID EASTERLY LINE SOUTH 1°44'28" EAST 231.48 FEET TO THE POINT OF BEGINNING. PARCEL B: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY MARGIN OF PACIFIC HIGHWAY SOUTH AND THE SOUTHERLY MARGIN OF SOUTH 176TH STREET, THE CENTERLINES OF WHICH ARE 75 FEET WESTERLY AND 30 FEET NORTHERLY THEREOF, RESPECTIVELY; THENCE SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 836.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 444.43 FEET TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 18.52 FEET; THENCE SOUTH 88°31'34" EAST PARALLEL WITH THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID NORTHEAST QUARTER OF SECTION 33, A DISTANCE OF 606.91 FEET TO THE EAST LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE ALONG THE EAST, SOUTH AND WEST BOUNDARIES OF SAID TRACT ON THE FOLLOWING COURSES: Sch. A-1 507997960.10 NORTH 10.01 FEET; THENCE SOUTH 88°31'34" EAST 249.20 FEET TO THE WEST MARGIN OF 32ND AVENUE SOUTH; THENCE NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 8.50 FEET TO SAID SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33 AND THE TERMINUS OF SAID BOUNDARY AS DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE CONTINUING NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 827.91 FEET, MORE OR LESS, TO THE LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF PACIFIC HIGHWAY SOUTH, HAVING A RIGHT ANGLE WIDTH OF 150 FEET, WITH THE SOUTH LINE OF SOUTH 176TH STREET, HAVING A RIGHT ANGLE WIDTH OF 60 FEET; THENCE SOUTHERLY ALONG SAID EAST LINE 636 FEET; THENCE EASTERLY AT RIGHT ANGLES TO PACIFIC HIGHWAY SOUTH 100 FEET; THENCE NORTHERLY AT RIGHT ANGLES TO SAID SOUTH 176TH STREET 180 FEET; THENCE EASTERLY PARALLEL WITH SAID SOUTH 176TH STREET TO THE WEST LINE OF THE EAST 300 FEET OF SAID NORTHEAST QUARTER AND THE TRUE POINT OF BEGINNING OF THIS LINE DESCRIPTION; THENCE CONTINUING EASTERLY ALONG SAID PARALLEL LINE 270 FEET, MORE OR LESS, TO THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHEAST QUARTER AND THE END OF THIS LINE DESCRIPTION; THENCE NORTH 88°25'30" WEST 270.10 FEET; THENCE SOUTH 03°04'28" WEST 349.92 FEET TO A POINT ON A LINE FROM WHICH THE TRUE POINT OF BEGINNING BEARS SOUTH 88°15'32" WEST; THENCE SOUTH 88°15'32" WEST 616.27 FEET TO THE TRUE POINT OF BEGINNING. PARCELS A AND B: Tax Parcel Numbers: 332304900100 and 332304900191 Situs Address: 18000 Pacific Hwy. South, SeaTac, WA 98188 Bow Lake Property PARCEL C: ALL THAT PARCEL OR PARCELS OF REAL PROPERTY LOCATED IN KING COUNTY, STATE OF WASHINGTON, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A OF CITY OF SEATAC LOT LINE ADJUSTMENT NO. SUB 16-0001, RECORDED UNDER RECORDING NO. 20160429900005, IN KING COUNTY, WASHINGTON. MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION Of THE EASTERLY 300 FEET OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE NORTHEAST QUARTER; Sch. A-2 507997960.10 THENCE NORTH 88°32'02" WEST, ALONG THE NORTH LINE OF SAID SUBDIVISION 20.01 FEET TO THE WESTERLY MARGIN OF 32ND AVENUE SOUTH; THENCE SOUTH 03°04'05" WEST ALONG SAID WESTERLY MARGIN 8.50 FEET TO THE POINT OF BEGINNING; THENCE NORTH 88°32'02" WEST, 249.20 FEET; THENCE SOUTH 00°00'00" WEST, 398.66 FEET; THENCE NORTH 82°12'39" EAST, 102.06 FEET; THENCE NORTH 14°12'09" WEST, 2.67 FEET; THENCE NORTH 57°16'14" EAST, 39.31 FEET; THENCE NORTH 59°53'47" EAST, 112.28 FEET; THENCE NORTH 08°04'05" EAST, 48.05 FEET TO A POINT OF CURVATURE TO THE RIGHT, CONCAVE TO THE EAST HAVING A RADIUS OF 125.00 FEET; THENCE NORTHERLY AND NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°47'25" FOR AN ARC DISTANCE OF 58.45 TO A POINT ON THE EAST LINE OF SAID SECTION 33; THENCE NORTH 05°21'21" WEST, 136.36 FEET; THENCE NORTH 12°24'35" EAST, 43.00 FEET: THENCE NORTH 17°21'43" WEST, 5.80 FEET; THENCE NORTH 88°12'18" WEST, 4.98 FEET; THENCE NORTH 03°04'05" EAST, 13.39 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY Of SEATAC, COUNTY OF KING, STATE OF WASHINGTON. Tax Parcel Number: 332304900803 Situs Address: 18050 32nd Ave. S., SeaTac, WA 98188 Airspace Property PARCEL D: A PARCEL OF LAND FOR A LEASE AREA AS SET FORTH IN MEMORANDUM OF LEASE BENEFITING APPURTENANT PROPERTY RECORDED JANUARY 27, 2010 AS RECORDING NO. 20100127000900, RERECORDED FEBRUARY 3, 2010 AS RECORDING NO. 20100203000851 OF OFFICIAL RECORDS OF KING COUNTY, WASHINGTON, OVER AND ACROSS THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, W. M., IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST MARGIN OF PACIFIC HIGHWAY SOUTH, SAID POINT BEING 250.00 FEET SOUTH, AS MEASURED ALONG SAID EAST MARGIN, FROM THE NORTH LINE OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE SOUTH 88° 14' 55" WEST 42.00 FEET; THENCE NORTH 01° 38' 51" EAST 391.78 FEET; THENCE SOUTH 88° 14' 55" WEST 23.23 FEET; THENCE NORTH 01° 45' 05" WEST 79.26 FEET; THENCE NORTH 88° 14' 55" EAST 9.80 FEET; THENCE NORTH 00° 19' 50" EAST 188.82 FEET; THENCE SOUTH 88° 14' 55" WEST 16.66 FEET; THENCE NORTH 01° 45' 05" WEST 35.40 FEET; THENCE NORTH 88° 14' 55" EAST 42.00 FEET TO SAID EAST MARGIN; Sch. A-3 507997960.10 THENCE SOUTH 01° 45' 05" EAST ALONG SAID EAST MARGIN 694.43 FEET TO THE POINT OF BEGINNING. SITUATE IN THE CITY OF SEATAC, COUNTY OF KING, STATE OF WASHINGTON. SAID PARCEL CONTAINING 22,128 SQUARE FEET OR 0.5 ACRES, MORE OR LESS. Appurtenant Easement PARCEL E: AN EASEMENT FOR DRAINAGE PURPOSES APPURTENANT TO PARCELS A AND B GRANTED IN AMENDMENT NO. 1 TO GROUND LEASE AND GRANT OF EASEMENT RECORDED MAY 1, 1973 AS RECORDING NO. 7305010576 OF OFFICIAL RECORDS OF KING COUNTY, WASHINGTON, OVER AND ACROSS THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, W. M., IN KING COUNTY, WASHINGTON DESCRIBED AS FOLLOWS: THE EASTERLY 43.86 FEET OF THE FOLLOWING DESCRIBED PROPERTY LYING SOUTHERLY OF THE SOUTHERLY LINE OF THE NORTHERLY 250.00 FEET OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON: BEGINNING AT THE NORTHEAST CORNER THEREOF; THENCE NORTH 88°31'34" WEST 20 FEET TO THE WEST MARGIN OF 32ND AVENUE SOUTH AND THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE SOUTH 3°04'28" WEST ALONG SAID WEST MARGIN 8.50 FEET; THENCE NORTH 88°31'34" WEST 249.20 FEET; THENCE DUE SOUTH 466 FEET, MORE OR LESS, TO A POINT 15 FEET SOUTH OF THE NORTH SHORELINE OF BOW LAKE; THENCE WESTERLY PARALLEL WITH THE NORTH LINE OF SAID SOUTHEAST QUARTER OF THE NORTHEAST QUARTER TO THE WEST LINE OF THE EAST 300 FEET THEREOF; THENCE NORTH 3°04'28" EAST ALONG SAID WEST LINE TO THE NORTH LINE OF SAID SUBDIVISION; THENCE SOUTH 88°31'34" EAST 280.12 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING. Sch. A-4 507997960.10 Schedule B Rent Roll Sch. B-1 507997960.10 Sch. B-2 507997960.10 Sch. B-3 507997960.10 Sch. B-4 507997960.10 Sch. B-5 507997960.10 Sch. B-6 507997960.10 Sch. B-7 507997960.10 Sch. B-8 507997960.10 Scheduled B-1 List of Leases Ground Lease Amended and Restated Ground Lease, dated January 1, 2016, by and between Boysen & Boysen, L.L.C. and Seller Airspace Lease Airspace Lease, dated as of March 1, 2008, a Memorandum of Lease for which was recorded January 27, 2010, under recording number 20100127000900 and re-recorded February 3, 2010 under recording number 20100203000851 Sch. B-1-1 507997960.10 Tenant Leases Sch. B-1-2 507997960.10 Sch. B-1-3 507997960.10 South Tower TENANT LEASE DOCUMENTS 1. Lease dated 6.22.16 AARP 2. Amendment #1 dated 11.8.16 3. Amendment #2 dated 10.11.22 1. Lease dated 10.14.14 Administrative Office of the Courts 2. Amendment #1 dated 1.14.16 3. Amendment #2 dated 2.26.20 Alclear 2. Lease dated 9.18.23 3. Lease dated 3.7.12 4. Amendment #1 dated 10.21.16 ALPA 5. Storage Agreement dated 10.1.18 6. Amendment #2 dated 3.15.23 1. Lease dated 4.20.20 APA Teamsters 2. Amendment #1 dated 9.30.21 3. Amendment #2 dated 1.11.24 1. Lease dated 9.29.06 2. Amendment #1 dated 9.20.11 3. Amendment #2 dated 4.4.12 Asiana Airlines 4. Amendment #3 dated 9.8.16 5. Amendment #4 dated 3.17.22 6. Amendment #5 dated 1.3.24 Atkinson Construction 1. Lease dated 9.15.21 1. Lease dated 8.26.22 C&S Engineers 2. Amendment #1 dated 10.26.22 China Airlines 1. Lease dated 5.30.24 Consulate General of Guatemala 1. Lease dated 3.21.17 1. Lease dated 5.14.14 DVR 2. Amendment #1 dated 5.10.24 1. Lease dated 1.16.95 2. Amendment #1 dated 11.22.99 3. Amendment #2 dated 11.30.00 4. Amendment #3 dated 1.31.05 EVA Airways 5. Amendment #4 dated 10.1.09 6. Amendment #5 dated 11.19.14 7. Amendment #6 dated 3.18.20 8. Amendment #7 dated 3.15.23 1. Lease dated 10.29.20 G2 Secure Staffing 2. Amendment #1 dated 11.30.23 Sch. B-1-4 507997960.10 Sch. B-1-5 507997960.10 2. Lease dated 3.21.14 3. Amendment #1 dated undated 2017 4. Amendment #2 dated 5.7.18 Swissport 5. Amendment #3 dated 1.3.19 6. Amendment #4 dated 8.27.20 7. Amendment #5 dated 12.2.21 8. Amendment #6 dated 1.10.24 The Deli 1. Lease dated 5.9.23 1. Lease dated 10.23.87 2. Amendment #1 dated 12.30.91 3. Amendment #2 dated 11.19.96 4. Amendment #3 dated 7.25.01 Thirteen Coins 5. Amendment #4 dated 4.1.06 6. Amendment #5 dated 8.26.09 7. Amendment #6 dated 9.23.16 8. Amendment #7 dated 12.9.19 9. Amendment #8 dated 4.5.21 1. Lease dated 11.2018 2. Amendment #1 dated 11.1.18 3. Amendment #2 dated 10.18.19 4. Amendment #3 dated 4.10.20 5. Amendment #4 dated 10.1.19 GSA - TSA 6. Amendment #5 dated 4.1.20 7. Amendment #6 dated 7.1.20 8. Amendment #7 dated 4.8.21 9. Amendment #8 dated 7.1.21 10. Amendment #9 dated 10.15.21 11. Amendment #9a dated 1.1.22 1. Lease dated 6.4.02 2. Amendment #1 dated 1.27.06 Verizon 3. Amendment #2 dated 1.21.13 4. Amendment #3 dated 1.31.19 VIP Access Management 1. Lease dated 10.10.23 2. Lease dated 11.12.07 Wings Financial 3. Amendment #1 dated 7.2.14 4. Amendment #2 dated 5.20.19 DISH Wireless 1. Rooftop Lease dated July 24, 2024 Sch. B-1-6 507997960.10 Schedule C Property Information Attached on following page Sch. C-1 507997960.10 Document Request Title Title Report & Underlying Docs ALTA Survey (if Available) Parking Lot Easement Legal Settlement Agreement Copies of all Tenant Leases including all amendments, modifications, written agreements, subleases and Tenant Estoppels for Tenants totaling 80% of Occupied space and 5 largest tenants Copies of all Ground Leases including all amendments, modifications and written agreements thereto Ground Lease Estoppel and Agreement Property Management Agreement (executed) with Exhibits and any applicable amendments (executed) Form of standard lease Property Insurance - Details on any outstanding Insurance Claims and/or casualties All existing construction warranties/guarantees Details and copies of any licenses, land use approvals and other applicable permits Schedule of active co-tenancy, kick-out, and go dark clauses, if available Financial Detailed monthly Operating Statement for Property Operating statements must include (a) monthly statements for the prior twelve (12) months (the "Trailing Updated income statements Current Rent Roll - Current Rent Roll for Property including lease start date, lease expiration date, future Tenant retail sales report (if applicable) prepared by the Property for the most recent three (3) calendar Argus Lease Model Schedule of dark, bankrupt and sublease tenants Schedule of temporary tenants, providing profile/history of temporary tenancy Current schedule of aged receivables Detail summary of rent relief currently in place by tenant Lease expiration report, rent releases and negotiations on expiring leases Schedule of security deposits, letter of credits and other items of lease security Schedule of unpaid tenant improvements, leasing commissions and rent abatements by tenant Percentage and overage rent by tenant for the most recent three (3) calendar years and the most recent Detailed operating expenses and real estate expense recovery reconciliations by tenant for the most Detailed summary of utility expenses with copies of utility bills for prior three (3) months Copies of Tax Return Form 1040 Schedule C (past 3 years or as many as available) Copies of Real Estate Tax Bills (past 3 years, or as many as available) Capital Expenditure Detail (past 3 years, or as many as available) Most recent calendar year budget or reforecast including capital budget ("Budget") Schedule of Parking revenue Management Vendor Roster & Copies of Service Agreements Leasing Prospects Current Year Operating Budget Certificate of Occupancy Insurance Property Insurance - current owner's policy, certificate of insurance 5-Year Insurance Claim History and/or "No Known Loss Letter" Surveys All Environmental Reports and Documentation Seismic/Structural/PML reports and any Documentation Related to Upgrades (if available) Copies of any existing geotechnical reports (if available) Property Condition Assessment (if available) Building Plans As-Builts Renderings (PDF Preferred) Tenant Improvement Plans Building and Improvement Studies Structural (if available) MEP Plans (if available) CAD Renderings (if available) Maintenance records for building systems Specs, Warranties, Certificates & Manuals (if applicable) on the following: Mechanical/HVAC Electrical Plumbing Roof Envelope / Windows / Doors Security Systems, Doors Access & Control Any and all other applicable systems, etc. MISC Personal Property Schedule Recent color aerial photograph for property and surrounding areas List of any future ownership costs, if applicable (such as sewer connection, L.I.D., etc.) List of any pending or forthcoming Condemnation, Litigation and/or Real Estate Assessments Sch. C-2 507997960.10 Schedule C-1 List of Contracts Attached on following page Sch. C-1-1 507997960.10 Schedule C List of Contracts Service Vendor Contracts Building Services Window Cleaning AB Window Cleaning Service Agreement dated 07/06/2020 Pest Control AARD Pest Control Service Agreement dated 03/09/2017 Fitness Center Precor Commercial FService Agreement dated 01/07/2020 Directory Signage Touchsource No Contract Quarterly Carpet Cleaning Whitman Global CarpService Agreement dated 03/15/2017 Elevator Elevator Maintenance ELTEC Systems, Inc. Service Agreement dated 08/28/2020 Emergency & Restoration Emergency & Restoration Next Level Restoratio Service Agreement dated 03/27/2024 Engineering Engineering Uniforms Cintas Standard Rental Service Agreement for 36 Months Fire Life Safety Pressurization / Floor & ShaPSI Service Agreement (Bundle Services) dated 06/27/2022 Backflow Testing / Certifica PSI Service Agreement (Bundle Services) dated 06/27/2022 Fire Extinguishers PSI Service Agreement (Bundle Services) dated 06/27/2022 Fire Alarm Testing / InspectPSI Service Agreement (Bundle Services) dated 06/27/2022 Annual Fire Pump PSI Service Agreement (Bundle Services) dated 06/27/2022 Fire Alarm Monintoring Guardian Service Agreement (Bundle Services) dated 06/27/2022 Disaster Prep WPS Disaster Manag Service Agreement dated 02/01/2016 Generator Generator Testing Legacy Telecommuni Service Agreement dated 12/07/2018 HVAC HVAC Controls HVAC Maintenance Smart Building MacDoanld Miller MacDoanld Miller MacDoanld Miller Janitorial Building Janitorial Able aka ABM JanitorService Agreement dated 06/16/2017 Landscaping Snow Removal Exterior Landscaping Interior Landscaping Storm Drain Cleaning Monach LandscapingService Agreement dated 06/26/2023 Monach LandscapingService Agreement dated 06/26/2023 Plantscapes Service Agreement dated 08/09/2021 Catchall Environmen Service Agreement dated 12/05/2023 Office Vendors Office Copier Mitel - Office Phones Copiers Northwest Mitel AllStream - Office Internet AllStream Comcast - (Internet for PropComcast Service Agreement dated 02/28/2019 Service Agreement dated 09/28/2023 Service Agreement dated 03/07/2024 Rental Agreement dated 01/23/2017 now MTM Account through Corporate and billed back by prorata share Customer Order signed 07/24/2023 Business Service Order Agreement dated 07/12/2016 | Move to Service Agreement dated 07/12/2016 Parking Parking Accounting DataPark Lot Sweeping LAZ Parking Service Agreement dated 03/16/2018 DGM Constrols Service Agreement dated 03/01/2019 Davidson Sweeping Service Agreement dated 08/22/2017 Roof Roof Roof Anchor CentiMark Corp. Service Agreement dated 11/10/2015 Wikstrom Engineerin Service Agreement dated 06/29/2019 Security Site Security Access Control Leasing Brokerage Leasing Brokerage VIP Access Manaage Service Agreement dated 12/01/2015 | First Amendment to Service Agreement dated 04/06/2017 Convergint Service Agreement datedf 09/19/2016 | First Amendment dated 10/17/2017 | Second Amendment dated 12/22/2017 | Third Amendment dated 12/28/2018 | Fourth Amendment dated 12/26/2019 Jones Lang LaSalle Leasing Brokerage Agreement dated 11/___/2015 | Consent to Assignment dated 01/12/2017 | Amendment to Leasing Brokerage Agreement dated 03/04/2024 Miscellaneous Titan Electric Service Agreement, dated 09/25/[__] Whitman Service Agreement, dated 03/15/2017 Cascade Riser ManagService Agreement dated 08/22/2017 Sch. C-1-2 507997960.10 Schedule C-2 Index of Datasite Purchaser and Seller acknowledge and agree that the index attached to the email from Purchaser's counsel, Rhys Hefta, to Seller's counsel, John De Lanoy sent at 1:39 p.m. on the Effective Date shall constitute the index of the Datasite for purposes of this Agreement, as if fully set forth herein. Sch. C-2-1 507997960.10 Schedule D List of Security Deposits Sch. D-1 507997960.10 Schedule E Arrearage Schedule Attached on following page Sch. E-1 507997960.10 Aging Detail DB Caption: Live. Property: .stoc2 Property Status: Current, Past, Future Age As Of: 11/30/2024 Post To: 11/2024 Customer Lease Status Tran# Charge Date Month Code Current 0-30 31-60 61-90 Over Pre- Total Owed Owed Owed Owed 90 Owed payments Owed STOC Owner LLC (17900) (p0000065) Port of Seattle (t0002677) p0000065 Port of Seattle Current R-102215 Prepay 9/9/2024 09/2024 0.00 0.00 0.00 0.00 0.00 -1.00 -1.00 p0000065 Port of Seattle Current C-257026 WGENMAIN 9/10/2024 09/2024 468.34 0.00 0.00 468.34 0.00 0.00 468.34 p0000065 Port of Seattle Current C-260392 WGENMAIN 10/10/2024 10/2024 288.28 0.00 288.28 0.00 0.00 0.00 288.28 p0000065 Port of Seattle Current C-260393 WENG 130.00 0.00 130.00 0.00 0.00 0.00 130.00 p0000065 Port of Seattle Current C-260874 CAMOPR 11/1/2024 11/2024 49,085.00 49,085.00 0.00 0.00 0.00 0.00 49,085.00 p0000065 Port of Seattle Current C-260875 ROFF 11/1/2024 11/2024 72,503.18 72,503.18 0.00 0.00 0.00 0.00 72,503.18 122,474.80 121,588.18 418.28 468.34 0.00 -1.00 122,473.80 122,474.80 121,588.18 418.28 468.34 0.00 -1.00 122,473.80 10/10/2024 10/2024 Port of Seattle p0000065 STOC Owner LLC (17930) (p0000066) Alaska Airlines, Inc (t0002679) p0000066 Alaska Airlines, Inc Current C-260884 ROFF 11/1/2024 11/2024 Alaska Airlines, Inc 134.38 134.38 0.00 0.00 0.00 0.00 134.38 134.38 134.38 0.00 0.00 0.00 0.00 134.38 GSA-Veterans Affairs (GS-10B-07396) (t0002681) p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-127649 PREPAY 2/1/2021 02/2021 -5.33 0.00 0.00 0.00 -5.33 0.00 -5.33 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current R-66112 Prepay 12/1/2021 12/2021 0.00 0.00 0.00 0.00 0.00 -0.02 -0.02 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current R-67132 Prepay 1/3/2022 01/2022 0.00 0.00 0.00 0.00 0.00 -0.02 -0.02 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current R-67398 Prepay 1/10/2022 01/2022 0.00 0.00 0.00 0.00 0.00 -3.98 -3.98 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-196992 CAMTAX 12/6/2022 12/2022 6,265.59 0.00 0.00 0.00 6,265.59 0.00 6,265.59 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current R-92928 Prepay 12/22/2023 12/2023 0.00 0.00 0.00 0.00 0.00 -1.00 -1.00 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current R-96587 Prepay 4/1/2024 04/2024 0.00 0.00 0.00 0.00 0.00 -0.01 -0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-243753 ROFF 5/1/2024 05/2024 0.01 0.00 0.00 0.00 0.01 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-247338 ROFF 6/1/2024 06/2024 0.01 0.00 0.00 0.00 0.01 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-250063 ROFF 7/1/2024 07/2024 0.01 0.00 0.00 0.00 0.01 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-253128 ROFF 8/1/2024 08/2024 0.01 0.00 0.00 0.00 0.01 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-255415 CPIGSA 9/1/2024 09/2024 0.01 0.00 0.00 0.01 0.00 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-258560 CPIGSA 10/1/2024 10/2024 0.01 0.00 0.01 0.00 0.00 0.00 0.01 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260885 CPIGSA 11/1/2024 11/2024 2,762.93 2,762.93 0.00 0.00 0.00 0.00 2,762.93 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260886 CPIGSA 11/1/2024 11/2024 2,762.93 2,762.93 0.00 0.00 0.00 0.00 2,762.93 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260887 CPIGSA 11/1/2024 11/2024 2,762.93 2,762.93 0.00 0.00 0.00 0.00 2,762.93 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260888 CPIGSA 11/1/2024 11/2024 1,447.64 1,447.64 0.00 0.00 0.00 0.00 1,447.64 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260889 CPIGSA 11/1/2024 11/2024 665.59 665.59 0.00 0.00 0.00 0.00 665.59 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260890 CPIGSA 11/1/2024 11/2024 206.08 206.08 0.00 0.00 0.00 0.00 206.08 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260891 CPIGSA 11/1/2024 11/2024 186.31 186.31 0.00 0.00 0.00 0.00 186.31 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260892 ROFF 11/1/2024 11/2024 47,674.87 47,674.87 0.00 0.00 0.00 0.00 47,674.87 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260893 ROFF 11/1/2024 11/2024 47,674.87 47,674.87 0.00 0.00 0.00 0.00 47,674.87 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260894 ROFF 11/1/2024 11/2024 47,674.87 47,674.87 0.00 0.00 0.00 0.00 47,674.87 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260895 ROFF 11/1/2024 11/2024 24,979.19 24,979.19 0.00 0.00 0.00 0.00 24,979.19 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260896 ROFF 11/1/2024 11/2024 11,484.80 11,484.80 0.00 0.00 0.00 0.00 11,484.80 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260897 ROFF 11/1/2024 11/2024 3,556.00 3,556.00 0.00 0.00 0.00 0.00 3,556.00 p0000066 GSA-Veterans Affairs (GS-10B-07396) Current C-260898 ROFF 11/1/2024 11/2024 3,214.85 3,214.85 0.00 0.00 0.00 0.00 3,214.85 203,314.18 197,053.86 0.01 0.01 6,260.30 GSA-Veterans Affairs (GS-10B-07396) -5.03 203,309.15 Securitas Security Services USA Inc (t0002685) p0000066 Securitas Security Services USA Inc Current R-104248 Prepay 11/12/2024 11/2024 Securitas Security Services USA Inc 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -27,191.33 -27,191.33 -27,191.33 -27,191.33 Securitas Security Services USA Inc (t0002686) p0000066 Securitas Security Services USA Inc Current R-104249 Prepay 11/12/2024 11/2024 Securitas Security Services USA Inc p0000066 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -29,977.50 -29,977.50 -29,977.50 -29,977.50 203,448.56 197,188.24 0.01 0.01 6,260.30 -57,173.86 146,274.70 STOC Owner LLC (18000) (p0000067) Admin Office of the Courts (t0002723) p0000067 Admin Office of the Courts Current C-260949 ROFF 11/1/2024 11/2024 Admin Office of the Courts 10,485.00 10,485.00 0.00 0.00 0.00 0.00 10,485.00 10,485.00 10,485.00 0.00 0.00 0.00 0.00 10,485.00 -3,667.25 0.00 -3,667.25 0.00 0.00 0.00 -3,667.25 -3,667.25 0.00 -3,667.25 0.00 0.00 0.00 -3,667.25 -168.59 Alclear, LLC (t0003306) p0000067 Alclear, LLC Current C-262334 SECDEP 10/30/2024 10/2024 Alclear, LLC DVR DSHS (t0002725) p0000067 DVR DSHS Current R-57364 Prepay 3/8/2021 03/2021 0.00 0.00 0.00 0.00 0.00 -168.59 p0000067 DVR DSHS Current R-71382 Prepay 4/25/2022 04/2022 0.00 0.00 0.00 0.00 0.00 -5.00 -5.00 p0000067 DVR DSHS Current C-255482 ROFF 9/1/2024 09/2024 30.00 0.00 0.00 30.00 0.00 0.00 30.00 DVR DSHS Current C-260952 ROFF 11/1/2024 11/2024 p0000067 DVR DSHS Sch. E-2 507997960.10 12,532.50 12,532.50 0.00 0.00 0.00 0.00 12,532.50 12,562.50 12,532.50 0.00 30.00 0.00 -173.59 12,388.91 GSA - TSA (GS-10P-LWA00184) (t0002727) p0000067 GSA - TSA (GS-10P-LWA00184) Current R-49091 Prepay 7/20/2020 07/2020 0.00 0.00 0.00 0.00 0.00 -1.86 -1.86 p0000067 GSA - TSA (GS-10P-LWA00184) Current R-62493 Prepay 8/4/2021 08/2021 0.00 0.00 0.00 0.00 0.00 -865.60 -865.60 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-157486 CAMTAX 12/28/2021 12/2021 2,283.72 0.00 0.00 0.00 2,283.72 0.00 2,283.72 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-196993 CAMTAX 12/6/2022 12/2022 5,162.55 0.00 0.00 0.00 5,162.55 0.00 5,162.55 p0000067 GSA - TSA (GS-10P-LWA00184) Current R-88050 Prepay 8/1/2023 08/2023 0.00 0.00 0.00 0.00 0.00 -0.01 -0.01 p0000067 GSA - TSA (GS-10P-LWA00184) Current R-89210 Prepay 9/1/2023 09/2023 0.00 0.00 0.00 0.00 0.00 -0.01 -0.01 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-231679 CAMTAX 12/6/2023 12/2023 241.54 0.00 0.00 0.00 241.54 0.00 241.54 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-255484 CPIGSA 9/1/2024 09/2024 0.01 0.00 0.00 0.01 0.00 0.00 0.01 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-258629 CPIGSA 10/1/2024 10/2024 0.01 0.00 0.01 0.00 0.00 0.00 0.01 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260953 CPIGSA 11/1/2024 11/2024 2,557.81 2,557.81 0.00 0.00 0.00 0.00 2,557.81 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260954 CPIGSA 11/1/2024 11/2024 1,552.96 1,552.96 0.00 0.00 0.00 0.00 1,552.96 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260955 CPIGSA 11/1/2024 11/2024 456.76 456.76 0.00 0.00 0.00 0.00 456.76 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260956 ROFF 11/1/2024 11/2024 60,928.68 60,928.68 0.00 0.00 0.00 0.00 60,928.68 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260957 ROFF 11/1/2024 11/2024 36,212.47 36,212.47 0.00 0.00 0.00 0.00 36,212.47 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260958 ROFF 11/1/2024 11/2024 10,791.71 10,791.71 0.00 0.00 0.00 0.00 10,791.71 p0000067 GSA - TSA (GS-10P-LWA00184) Current C-260959 UHVACOT 11/1/2024 11/2024 12,875.00 12,875.00 0.00 0.00 0.00 0.00 12,875.00 133,063.22 125,375.39 0.01 0.01 7,687.81 GSA - TSA (GS-10P-LWA00184) -867.48 132,195.74 Lynden Incorporated (t0002728) p0000067 Lynden Incorporated Current C-260381 UELECT 10/10/2024 10/2024 Lynden Incorporated 1,525.18 0.00 1,525.18 0.00 0.00 0.00 1,525.18 1,525.18 0.00 1,525.18 0.00 0.00 0.00 1,525.18 SITA Information Network Computing USA Inc. (t0002710) p0000067 SITA Information Network Computing USA Inc. Current C-236327 TELECOM 2/1/2024 02/2024 10.00 0.00 0.00 0.00 10.00 0.00 10.00 p0000067 SITA Information Network Computing USA Inc. Current R-102000 Prepay 9/3/2024 09/2024 0.00 0.00 0.00 0.00 0.00 -500.00 -500.00 SITA Information Network Computing USA Inc. Current R-102513 Prepay 9/25/2024 09/2024 p0000067 SITA Information Network Computing USA Inc. 0.00 0.00 0.00 0.00 0.00 -500.00 -500.00 10.00 0.00 0.00 0.00 10.00 -1,000.00 -990.00 Swissport USA, Inc. (t0002720) p0000067 Swissport USA, Inc. Current C-254660 ROFF 8/1/2024 08/2024 75.00 0.00 0.00 0.00 75.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-254661 ROFF 8/1/2024 08/2024 75.00 0.00 0.00 0.00 75.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-254662 ROFF 8/1/2024 08/2024 75.00 0.00 0.00 0.00 75.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-256571 ROFF 9/1/2024 09/2024 3,150.00 0.00 0.00 3,150.00 0.00 0.00 3,150.00 p0000067 Swissport USA, Inc. Current C-259799 ROFF 10/1/2024 10/2024 75.00 0.00 75.00 0.00 0.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-259916 ROFF 10/1/2024 10/2024 600.00 0.00 600.00 0.00 0.00 0.00 600.00 p0000067 Swissport USA, Inc. Current C-260401 ROFF 10/1/2024 10/2024 75.00 0.00 75.00 0.00 0.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-260402 ROFF 10/1/2024 10/2024 75.00 0.00 75.00 0.00 0.00 0.00 75.00 p0000067 Swissport USA, Inc. Current C-261323 ROFF 10/1/2024 10/2024 2,700.00 0.00 2,700.00 0.00 0.00 0.00 2,700.00 Swissport USA, Inc. Current C-262241 ROFF 11/1/2024 11/2024 0.00 0.00 0.00 0.00 2,850.00 3,525.00 3,150.00 225.00 0.00 9,750.00 p0000067 Swissport USA, Inc. 2,850.00 2,850.00 9,750.00 2,850.00 Thirteen Coins Acquisition LLC (t0002706) p0000067 Thirteen Coins Acquisition LLC Current R-102614 Prepay 9/27/2024 09/2024 0.00 0.00 0.00 0.00 0.00 -0.45 -0.45 p0000067 Thirteen Coins Acquisition LLC Current C-260379 UELECT 10/10/2024 10/2024 3,909.83 0.00 3,909.83 0.00 0.00 0.00 3,909.83 3,909.83 0.00 3,909.83 0.00 0.00 -0.45 3,909.38 Thirteen Coins Acquisition LLC VIP Access Management, Inc. (t0003313) p0000067 VIP Access Management, Inc. Current C-260980 CAMOPR 11/1/2024 11/2024 1,635.00 1,635.00 0.00 0.00 0.00 0.00 1,635.00 p0000067 VIP Access Management, Inc. Current C-260981 ROFF 11/1/2024 11/2024 2,853.17 2,853.17 0.00 0.00 0.00 0.00 2,853.17 4,488.17 4,488.17 0.00 0.00 0.00 0.00 4,488.17 7,922.81 VIP Access Management, Inc. p0000067 172,126.65 155,731.06 5,292.77 3,180.01 Grand Total 498,050.01 474,507.48 5,711.06 3,648.36 14,183.11 -59,216.38 438,833.63 UserId : kater@urbanrengroup.com Date : 11/13/2024 Time : 11:09 AM Sch. E-3 507997960.10 -2,041.52 170,085.13 Schedule F Litigation None Sch. F-1 507997960.10 Schedule G Tenant Improvement Costs and Payable Commissions Credits None as of the Effective Date Schedule G to be updated with new leases approved in accordance with Section 8(a)(vi). Sch. G-1 507997960.10 Schedule H Notice of Environmental Law Violations None Sch. H-1 507997960.10 Schedule I Purchaser's Title Notice See Attached Sch. I-1 507997960.10 K&L GATES LLP 925 FOURTH AVENUE, SUITE 2900 SEATTLE, WA 98104 T 206.623.7580 F 206.623.7022 November 15, 2024 BY E-MAIL STOC OWNER, LLC c/o Urban Renaissance Group LLC 1425 Fourth Avenue, Suite 200 Seattle, WA 98101 Attention: Matt Simo Email: Matthew@urbanrengroup.com PCCP, LLC 100 Pine Street; 29th Floor San Francisco, CA 94111 Attention: Erik Flynn E-mail: eflynn@pccpllc.com Pacifica Law Group LLP 1191 Second Avenue, Suite 2000 Seattle, WA 98101 Attention: John De Lanoy Email: John.DeLanoy@pacificalawgroup.com Gibson, Dunn & Crutcher LLP 333 S. Grand Ave., 49th Floor Los Angeles, CA 90071 Attention: Drew Flowers E-mail: dflowers@gibsondunn.com Land Services USA, LLC 1835 Market Street, Suite 420 Philadelphia, PA 19103 Attention: Kristina Porter KPorter@lsutitle.com Parametrix 719 2nd Avenue, Suite 200 Seattle, WA 98104 Attention: Lucas Miller Email: lmiller@parametrix.com Re: Purchase and Sale Agreement dated effective November 15, 2024 (the "Contract") between STOC OWNER, LLC, a Delaware limited liability company ("Seller") and PORT OF SEATTLE, a Washington municipal corporation ("Purchaser"), regarding Seller's interest in the property located at 17900 International Boulevard, 17930 International Boulevard, and 18000 International Boulevard, King County, Washington, as further described in the Contract (the "Property") To Whom It May Concern: Capitalized terms used but not defined herein have the meaning set forth in the Contract. Pursuant to Section 5.(c) of the Contract, this letter constitutes Purchaser's Title Notice to certain exceptions appearing in the Commitment for Title Insurance issued by Land Services USA, LLC, as agent for First American Title Insurance Company (collectively, "Title Company"), under Commitment Number 110420868 issued July 26, 2024 (the "Commitment"), which constitutes the "Commitment" for purposes of the Contract. Purchaser has also reviewed the preliminary ALTA/NSPS Land Title Survey of the Property dated October 23, 2024, and prepared by Lucas M. Miller of Parametrix (the "Surveyor"), under Job No. 2471562179 (the "Survey"). Purchaser K&L GATES LLP 925 FOURTH AVENUE SUITE 2900 SEATTLE WA 98104-1158 T +1 206 623 7580 F +1 206 623 7022 klgates.com 508673704.2 reserves the right to update this letter in light of any revised Commitment, Survey or new exception document as provided in Section 5.(d) of the Contract. Purchaser objects to the following: Schedule A: 1. 2.(a) (Proposed Insured). Please add "PORT OF SEATTLE, a Washington municipal corporation" as the proposed insured. 2. 2.(a) (Proposed Amount of Insurance). Please update the Proposed Amount of Insurance to correspond with the purchase price set forth in the Contract. 3. 4 (Party Names). Please update (i) the Lessor's name to: "Boysen & Boysen L.L.C., a Washington limited liability company," and (ii) the Lessee's name to: "STOC OWNER, LLC, a Delaware limited liability company." 4. Exhibit A (Legal Description). Please update the legal description of Parcel B by revising "280 feet" to "270 feet" and "280.10 feet" to "270.10 feet" as shown in the snip below. 5. Exhibit A (Additional Parcel and Appurtenant Easement). Please add Parcel D, as described in the Contract as an additional parcel in the legal description. Please also add the easement described in Parcel E of the Commitment as an insured estate. Schedule B, Part I: Seller must comply with all the Requirements applicable to Seller at or prior to Closing and provide the Title Company with all information, documentation and/or fees required in order to satisfy all Requirements that are Seller's responsibility, including but not limited to removal of all monetary liens and assessments in accordance with Paragraph 5.(c) of the Contract. Schedule B, Part II: 1. Exceptions 1-8 (General Exceptions). Purchaser requests that Title Company delete these general exceptions in the pro forma policy, as Purchaser intends to purchase extended coverage. Purchaser does not require any action of Seller other than to provide such affidavits, documents and certifications as are requested by the Title Company to issue an ALTA Owner's Extended Coverage Policy. 2. Exception 9 (Personal Property). Please revise this exception to omit "Unrecorded leaseholds, if any", as this language is duplicative of Exception 38. 3. Exception 12 (Unrecorded Lease). Please delete this exception as it is duplicative of Exception 38. 2 508673704.2 November 15, 2024 4. Exception 13 (Setback Agreement). Purchaser objects to this exception and requires Seller to cause this agreement to be released prior to Closing. 5. Exceptions 14, 15, 16, 17, 18, and 19 (Various SNDAs). Please delete these exceptions, as the referenced SNDAs will terminate in connection with Seller's payoff of the referenced financing at Closing. 6. Exception 22 (Drainage Easement). Please delete this exception upon Surveyor's confirmation that this easement benefits, rather than burdens the Property (as requested below). 7. Exception 28 (License Agreement). Please delete this exception, as the referenced fence no longer exists (as indicated by the Survey), and the License Agreement has terminated pursuant to its terms. 8. Exception 38 (Unrecorded Leases). Purchaser objects to this exception and requires Seller to provide an owner's affidavit and rent roll identifying all lessees. Purchaser requests that Title Company revise this exception such that it only refers to those leases referenced in the rent roll certified by Seller. 9. Exception 39 (Liens). Purchaser objects to this exception and requires Seller to deliver an owner's affidavit to Title Company, sufficient for Title Company to delete this exception. Nothing in this Purchaser's Title Notice shall limit the obligation of Seller to cure any matters that Seller is otherwise required to cure pursuant to the terms of the Contract. Purchaser requests that Title Company promptly prepare a Pro Forma Owner's Policy of Title Insurance for Purchaser's review, in accordance with the foregoing objections, and including the following endorsements: a. ALTA 8.2-06 (Commercial Environmental Protection) b. ALTA 9.2-06 (Covenants, Conditions and Restrictions - Improved Land) c. ALTA 13-06 (Leasehold) d. ALTA 17.06 (Direct Access - International Boulevard (Parcel D)) e. ALTA 17.06 (Direct Access - 32nd Avenue South (Parcel B)) f. ALTA 18.1-06 (Multiple Tax Parcels) g. ALTA 19.2-06 (Contiguity) h. ALTA 22-06 (Location) i. ALTA 25-06 (Same As Survey) 3 508673704.2 November 15, 2024 j. ALTA 28.1-06 (Encroachments - to include pavement and planted areas) Survey. Purchaser requests that the Surveyor: 1. Certification. Please additionally certify the Survey to "PORT OF SEATTLE, a Washington municipal corporation." 2. Right of Way. Please update the legal description of Parcel B to match the legal description set forth in the Commitment revised as requested, above. In connection therewith, please update the easternmost boundary of the Property to correspond with the boundary identified in Survey No. 34-23-4-54 Map No. 85-81. 3. Parcel D. Please update the legal description to include Parcel D. 4. Exception 20. Please plot the referenced easement based on the copy of the referenced instrument included with this correspondence. 5. Exception 22. Please confirm that the easement referenced in this exception, benefits and does not burden the Property. Please call if you have any questions on the foregoing. Thank you. Very truly yours, K&L GATES LLP By Rhys W. Hefta cc: Kyra Lise (via email) Chris Leopold (via email) Garrett Peery (via email) 4 508673704.2 November 15, 2024 Exhibit 1 Escrow Agent's Wire Instructions [Provided separately.] Exh. 1-1 507997960.10 Exhibit 2 Form of Deed When Recorded, Return to: Bargain and Sale Deed Grantor: STOC OWNER, LLC, a Delaware limited liability company Grantee: _________________________________________ Abbreviated Legal Description of Land: Ptn Lots 1-4 & All of Lots 5-8, Blk 4, Harry White & Company's Commercial Add. To Kirkland, Vol. 8 P. 16 and Ptn Sec 8 Twp 25N Rge 5E, NW Qtr SW Qtr (The real property described on Exhibit A attached hereto and all buildings and other improvements located thereon) Assessor's Tax Parcel Account Number(s): APN: 935490-0220-08 935490-0240-04 082505-9233-08 Reference Numbers of Documents Assigned or Released (if applicable): N/A BARGAIN AND SALE DEED THIS BARGAIN AND SALE DEED is made as of this ______ day of _____, 2025, by and between STOC OWNER, LLC, a Delaware limited liability company (the "Grantor"), and the Port of Seattle, a Washington municipal corporation (the "Grantee"). WITNESSETH: THAT, for and in consideration of the sum of Ten Dollars ($10.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor does hereby grant, bargain, sell and convey unto Grantee, (i) fee simple title to all those certain parcels of land situated in the City of SeaTac, Washington (the "Real Estate"), and being more particularly described in Exhibit A attached hereto and made a part hereof and (ii) in all cases without representation or warranty whatsoever, all of Grantor's rights, claims, causes of action and indemnities, of any nature whatsoever, however acquired, against third parties (including, but not limited to, prior owners or occupants of the Real Estate and/or prior or current landowners or occupants of property adjacent to the Real Estate) whether arising in tort, contract, under any mineral lease, mineral servitude, or mineral right, or otherwise, in any way arising out Exh. 2-1 507997960.10 of, related to, or in connection with any damage (including but not limited to an Environmental Injury) to the Real Estate or any portion thereof, or otherwise relating to any soil, sediments, or surface water on the Real Estate, or any soil, groundwater, or aquifers underlying the surface of the Real Estate, whenever such damage occurred, and whether such damage is or was at any time known or unknown, overt or non-overt, or apparent or non-apparent, together with all damages, payments, or compensation related thereto, including but not limited to all damages, payments, or compensation in connection with any expropriation, condemnation, or taking of all or any portion of the Real Estate (collectively, "Claims and Causes of Action"); provided, however, Grantor retains the right to (i) assert defenses, as well as crossclaims and compulsory counterclaims accruing prior to Closing, in any proceeding in which a person asserts a claim or cause of action against Grantor relating to injury to the Real Estate, including, without limitation, Environmental Injury, and such right to assert defenses, as well as crossclaims and counterclaims accruing prior to Closing shall not be considered a part of the Claims and Causes of Action and (ii) any damages or proceeds payable to Grantor that are a result of such cross-claims or compulsory counter-claims accruing prior to Closing. For purposes of this Bargain and Sale Deed, the term "Environmental Injury" means any injury, damage or loss in value to, and costs of investigation and remediation of, the Real Estate arising from or related to any spill, leak or release of any hazardous or toxic substance, hazardous or other waste, pollutant, oil, or petroleum product, or other substance that is currently or hereafter may be regulated by any state or federal governmental entity. This conveyance is made subject to those items set forth on Exhibit B attached hereto and made a part hereof. TO HAVE AND TO HOLD the Real Estate, together with all rights, privileges, and appurtenances thereunto belonging or pertaining to the Grantee, its successors and assigns, forever. [signature page follows] Exh. 2-2 507997960.10 IN WITNESS WHEREOF, this Bargain and Sale Deed has been executed as of the date first hereinabove stated, as the act and deed of Grantor. GRANTOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: ) ) ss.: ) On the ______ day of ______________ in the year 2025 before me, the undersigned, personally appeared ______________________, personally known to me or proved to me on the basis of satisfactory evidence to be the _______________ of STOC OWNER, LLC, a Delaware limited liability company, party to the foregoing instrument, and acknowledged to me that he/she/they, being authorized to do so, executed the same in his/her/their capacity as the _______________ of STOC OWNER, LLC, a Delaware limited liability company, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. GIVEN under my hand an official seal this _____ day of ______________, 2025. ________________________________ Notary Public My Commission Expires: ________________________ Exh. 2-3 507997960.10 Exhibit A The Real Estate [To be Attached] Exh. 2-A-1 507997960.10 Exhibit B Permitted Encumbrances 1. The rights of tenants, as tenants only and without any option to purchase or right of first refusal, as set forth in the attached rent roll (Schedule E-1). 2. Taxes for the Calendar Year 2025, and all subsequent years, a lien not yet due and payable. 3. All items set forth on Schedule B - Section 2 of that certain Commitment for Title Insurance No. _________ issued by __________________, as the same may be updated and amended. Exh. 2-A-2 507997960.10 Exhibit 3 Form of Bill of Sale BILL OF SALE STOC OWNER, LLC, a Delaware limited liability company, having an office at c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101, Attn: Matt Simo ("Seller"), in consideration of Ten Dollars ($10.00) and other good and valuable consideration paid to Seller by the Port of Seattle, a Washington municipal corporation, having an address at [_______________] ("Purchaser"), the receipt and sufficiency of which are hereby acknowledged, hereby sells, conveys, assigns, transfers, delivers and sets over to Purchaser all Personalty (other than the Excluded Personalty) (as such terms are defined in that certain Purchase and Sale Agreement, dated November 15, 2024, by and between Seller and Purchaser (the "Purchaser Agreement") owned by Seller and which are located at and used or usable in connection with the real property located at (i) 18000 Pacific Highway South, SeaTac, Washington 98188, (ii) 17930 Pacific Highway South, SeaTac, Washington 98188, and (iii) 17900 Pacific Highway South, SeaTac, Washington 98188. TO HAVE AND TO HOLD unto Purchaser and its successors and assigns to its and their own use and benefit forever. This Bill of Sale is made by Seller without recourse and without any expressed or implied representation or warranty whatsoever, except to the extent expressly provided in the Purchase Agreement. IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of this ___ day of ____________________, 2025. STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: Exh. 3-1 507997960.10 Exhibit 4 [Form of Notice to Tenants] STOC OWNER, LLC c/o Urban Renaissance Group LLC 1425 Fourth Avenue, Suite 200 Seattle, WA 98101 ___________, 2025 TO: ALL TENANTS OF SEATAC OFFICE CENTER Re: (i) 18000 Pacific Highway South, SeaTac, Washington 98188, (ii) 17930 Pacific Highway South, SeaTac, Washington 98188, and (iii) 17900 Pacific Highway South, SeaTac, Washington 98188. Dear Tenant: This is to notify you that, today, the referenced property has been sold by STOC OWNER, LLC ("Seller") to the Port of Seattle, a Washington municipal corporation ("Purchaser"). As of the date hereof, Seller's interest in your lease has been assigned to Purchaser and Purchaser has assumed the obligations as landlord under your lease which accrue from and after the date hereof. You are hereby authorized and directed to make all future rent payments to ______________________________________________________________________________ ___________________________________________________. Any future inquiries regarding your lease should be directed to _________________ at the aforementioned address. All policies of liability insurance required to be maintained by tenant under the lease should name the Port of Seattle as an additional insured, and updated certificates of insurance reflecting the same should be sent to the addresses immediately above at your earliest convenience. Your Lease, [security deposit (in the form of a letter of credit)] [and] [guaranty] has/have been transferred to the Purchaser. Very truly yours, STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: Exh. 4-1 507997960.10 Exhibit 5 Form of FIRPTA Affidavit FIRPTA AFFIDAVIT Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the Port of Seattle, a Washington municipal corporation (the "Transferee") that withholding of tax is not required upon disposition of a U.S. real property interest by IP STOC Investors, LLC, a Delaware limited liability company (the "Transferor"), the undersigned hereby certifies the following on behalf of the Transferor: STOC OWNER, LLC, a Delaware limited liability company ("Seller"), is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations). Transferor is the sole member of Seller, which is a disregarded entity as defined in Sec. 1.1445-2(b)(2)(iii) of the Internal Revenue Code. Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations); The U.S. employer identification number of Transferor is [__________]. The U.S. employer identification number of Seller is [__________]. Transferor has an address at [________________]. The address of the subject property is [______________]. Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have the authority to sign this document on behalf of Transferor. IP STOC Investors, LLC, a Delaware limited liability company By:_______________________ Name: Title: Dated: _________________, 2025 Exh. 5-1 507997960.10 Exhibit 6 Form of Assignment and Assumption of Leases and Contracts ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS, made and entered into as of [___________], 2025, STOC OWNER, LLC, a Delaware limited liability company, having an office c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101, Attn: Matt Simo ("Assignor"), in consideration of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns, grants and conveys to the Port of Seattle, a Washington municipal corporation having an address at _______________________ ("Assignee"), (1) all right, title and interest of Assignor as lessor under all the leases, license agreements and other occupancy agreements, together with all amendments and modifications thereof and supplements relating thereto (collectively, the "Leases") in effect for space at the real property located at _______________________ (the "Premises") and listed on Schedule A, and (2) all right, title and interest of Assignor under all of the contracts and other agreements listed on Schedule B, together with all amendments and modifications thereof and supplements relating thereto (collectively, the "Contracts"). Assignee hereby expressly assumes (x) all of the obligations imposed upon the lessor under the Leases which arise and accrue from and after the date hereof (including, without limitation, the lessor's obligation to return any security deposits held pursuant to the Leases which are transferred by Assignor to Assignee but excluding any obligation with respect to any security deposit not delivered to Purchaser) and (y) all of the obligations imposed upon the owner of the Premises under the Contracts which arise and accrue from and after the date hereof. Without limiting Assignee's obligations hereunder or under that certain Purchase and Sale Agreement between Assignor and Assignee dated as of November 15, 2024 (the "Purchase Agreement"), Assignee expressly acknowledges, and agrees, for the sole benefit of Assignor, to perform, its obligation to pay Payable Commissions and Tenant Improvement Costs (each as defined in the Purchase Agreement) in accordance with the terms of Section 6(g) of the Purchase Agreement. Assignee acknowledges that simultaneously with the execution hereof, Assignee has received from Assignor the security deposits held pursuant to the Leases as are set forth on Schedule C hereto. Assignor shall indemnify, defend, protect and hold harmless Assignee from and against all obligations of the Assignor under the Leases and the Contracts (including, without limitation, attorneys fees, costs and expenses reasonably incurred in connection with any litigation or threatened litigation) to the extent such obligations were applicable to the period and required to be performed prior to the date of this assignment. Assignee shall indemnify, defend, protect and hold harmless Assignor from and against all obligations of the Assignee under the Leases and the Contracts (including, without limitation, attorneys fees, costs and expenses reasonably incurred in connection with any litigation or threatened litigation) to the extent that such obligations are applicable to the period and required to be performed from and after the date of this assignment. Exh. 6-1 507997960.10 This Assignment and Assumption of Leases and Contracts is made by Assignor without recourse and without any express or implied representation or warranty whatsoever except to the extent expressly provided in the Purchase Agreement or this Assignment and Assumption. This Assignment and Assumption of Leases and Contracts shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. To facilitate execution, this Assignment and Assumption of Leases and Contracts may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures to this Assignment and Assumption of Leases and Contracts will be valid as if manually signed. [signature page follows] Exh. 6-2 507997960.10 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Leases and Contracts to be executed as of the date first set forth above. ASSIGNOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: ASSIGNEE: PORT OF SEATTLE a Washington municipal corporation By: Name: Title: Exh. 6-3 507997960.10 Schedule A Leases Exh. 6-4 507997960.10 Schedule B Contracts Exh. 6-5 507997960.10 Schedule C Security Deposits Exh. 6-6 507997960.10 Exhibit 6.1 Form of Assignment and Novation Agreement ASSIGNMENT AND NOVATION AGREEMENT THIS ASSIGNMENT AND NOVATION AGREEMENT ("Agreement") is made and entered into effective as the date signed by the Port below (the "Effective Date") between STOC OWNER, LLC, a Delaware limited liability company with an address at c/o PCCP, LLC, 55 California Street, Suite 3450, San Francisco, CA 94104 (the "Owner") and ____________, whose address is ________________ (the "Contractor") and the Port of Seattle, whose address is 2711 Alaskan Way, Seattle, WA 98121 (the "Port"), hereinafter collectively referred to as the "Parties." WHEREAS on -date- the Owner and Contractor entered into a service agreement (the "Original Contract"), a copy of which is attached hereto as Exhibit A; and WHEREAS Owner has transferred its xxxx interest to the Port via [describe transaction] prior to the expiration of the Original Contract as of xxx ("Effective Date"); and WHEREAS the Port requires the uninterrupted continuation of services to be performed by the Contractor under the Original Contract; and WHEREAS the Contractor is willing and able to fully perform all services, obligations, and responsibilities of the Contractor under the Original Contract; and WHEREAS the Parties agree to the transfer, assumption, novation, and consent to transfer and assumption and novation, of the Original Contract on the following terms. NOW THEREFORE the parties hereto hereby agree as follows: 1. Owner hereby assigns and transfers to the Port all rights, obligations, and responsibilities of the Owner under the Original Contract as of the Effective Date. 2. Contractor hereby releases and waives any and all claims it has or may have against the Owner or the Port under or related to the Original Contract except for payments owed for services rendered prior to the Effective Date of this Agreement. 3. Contractor hereby agrees that it shall perform all of the terms and conditions the Original Contract and agrees to be bound to the terms and conditions of the Original Contract, as of the Effective Date. 4. The Port hereby accepts novation of and acknowledges and agrees that it shall assume all of the Owner's rights, obligations and responsibilities under the Original Contract, except for payments owed to the Contractor for services rendered prior to the Effective Date. 5. The Port and Contractor hereby consent and acknowledge that the Original Contract and the rights, obligations and responsibilities of the Owner thereunder have been novated, assigned, and transferred to the Port, and that the Port has all of the right, title, and interest of the Owner in and to the Original Contract, as of the Effective Date. 6. The Parties hereby acknowledge and agree that any and all payments previously made by the Owner to the Contractor and any and all previous actions made by the Owner under the Original Contract shall be deemed to have discharged the Owner's obligations and responsibilities under the Original Contract through the Effective Date. 7. The Owner and Contractor hereby acknowledge and agree that the Port shall not be liable for, and Owner and Contractor shall defend, hold harmless, and indemnify the Port from, any Exh. 6.1-1 507997960.10 costs, including but not limited to expenses, taxes or increases, arising out of or in connection with the obligations under the Original Contract prior to the Effective Date. 8. The Parties hereto hereby acknowledge and agree that this Agreement shall be in effect commencing the Effective Date of this Agreement, and that all of the terms of the Original Contract shall remain in full force and effect. 9. Contractor shall document, on terms satisfactory to the Port, compliance with the insurance requirements of the Contract (insert insurance section), and execute the Amendment included as Attachment X. OWNER CONTRACTOR PORT Port of Seattle By: _________________ By: _________________ By: _________________ Print: ________________ Print: ________________ Print: Title: ________________ Title: ________________ Title: Date: _______________ Date: _______________ Date: _______________ Exh. 6.1-2 507997960.10 EXHIBIT A ORIGINAL CONTRACT Exh. 6.1-3 507997960.10 EXHIBIT B BLANKET AMENDMENT Exh. 6.1-4 507997960.10 Exhibit 6.2 Form of Service Contract Amendment Page EXHBIT B 1 CONTRACT AMENDMENT 1. AMENDMENT NUMBER: 2. CONTRACT NUMBER 6B. Previous Contract Value: $X,XXX,XXX $X,XXX,XXX 7A. Original Contract End Date: 7B. Previous Contract End Date: XX X INSERT CONTRACT TITLE 5. ISSUED BY: INSERT VENDOR NAME AND ADDRESS 6A. Original Contract Value: Pages 3. CONTRACT TITLE P-003xxxxx X 4. NAME AND ADDRESS OF CONTRACTOR: of Port of Seattle PO Box 1209 Seattle, WA 98111 6C. Value of this Amendment: $0 7C. Duration Extended by this Amendment: Month to Month 0 days 6D. Contract Value with this Amendment: $X,XXX,XXX 7D. Amended Contract End Date: Month to Month 8. Description of Amendment: The following Terms and Conditions are being added to the above reference contract: X. NON-DISCRIMINATION AND AFFIRMATIVE ACTION CONTRACTOR agrees that in all matters pertaining to the performance or carrying out of service under this Agreement, CONTRACTOR shall at all times conduct business in a manner which complies with State and Federal law, including those included in Exhibit X. It is the basic policy of the PORT to provide equal opportunity to the users of all PORT services and facilities and all contracting entities. Specifically, the PORT will not tolerate discrimination against any persons on grounds of age, race, color, national origin/ancestry, ethnicity, religion, disability, Family Medical Leave Act (FMLA) use, pregnancy, sex/gender, sexual orientation, whistleblower status, military affiliation, marital status, workers' compensation use, transgender status, political beliefs, or any other protected status, as guaranteed by local, state, and federal laws. The equal opportunity principles in employment and subcontracting described in this policy shall apply to the PORT's employees, customers, Contractors, contractors, and vendors to the extent possible as required by law. X. ETHICS AND INTEREST OF CONTRACTOR CONTRACTOR covenants on behalf of itself and its subcontractors, that the firms performing work on this Agreement currently have no interest and shall not acquire any interest, direct or indirect, Exh. 6.2-1 507997960.10 which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. X. AUDIT AND ACCESS TO RECORDS CONTRACTOR shall maintain books, ledgers, records, documents, or other evidence relating to the costs and/or performance of the Agreement ("records") on a generally recognized accounting basis and to such extent and in such detail as will properly reflect and fully support all fees, costs, and charges. With regard to the records, CONTRACTOR shall do and require its employees, agents and subcontractors to do the following: Make such records open to inspection or audit by representatives of the PORT during the term of this Agreement and for a period of not less than three years after the expiration of this Agreement. Retain such records for a period of not less than three years after the expiration of this Agreement; provided, however, if any litigation, claim, or audit arising out of, in connection with, or related to this Agreement is initiated, such records shall be retained until the later of (a) resolution or completion of litigation, claim or audit; or (b) six years after the date of termination of this Agreement. Provide adequate facilities reasonably acceptable to representatives of the PORT conducting the audit so that such representatives can perform the audit during normal business hours. Make a good faith effort to cooperate with representatives of the PORT conducting the audit. Cooperation shall include assistance as may be reasonably required in the course of inspection or audit, including access to personnel with knowledge of the contents of the records being inspected or audited so that the information in the records is properly understood by the persons performing the inspection or audit. Cooperation shall also include establishing a specific mutually agreeable timetable for making the records available for inspection by the PORT's representatives. If CONTRACTOR cannot make at least some of the relevant records available for inspection within seven (7) days of the PORT's written request, cooperation will necessarily entail providing the PORT with a reasonable explanation for the delay in production of records. CONTRACTOR is responsible for any audit exceptions or disallowed costs incurred by CONTRACTOR. X. PUBLIC DISCLOSURE CONTRACTOR acknowledges that the PORT may be required to disclose information provided by CONTRACTOR pursuant to the Washington State Public Records Act, Chapter (RCW 42.56). The PORT will determine whether the documents should be disclosed. In no event shall the PORT be liable to CONTRACTOR for disclosure of documents and information, including work product, excluded inventions and intellectual property rights it deems necessary to disclose under the law. [IF APPLICABLE INCLUDE]: X. PREVAILING WAGE RATES The prevailing rate of wage to be paid to all workmen, laborers, or mechanics employed in the performance of any part of this Contract shall meet or exceed the prevailing wages as required by the provisions of Chapter 39.12 Revised Code of Washington ("RCW"), as amended, and the rules and regulations of the Department of Labor and Industries. The rules and regulations of the Department of Labor and Industries and the schedule of prevailing wage rates for the locality or localities where this Contract will be performed as determined by the Industrial Statistician of the Department of Labor and Industries, are by this reference made a part of this Contract as though fully set forth herein. The Washington Administrative Code Chapter 296-127 relating to prevailing wage can be found at: http://apps.leg.wa.gov/wac/default.aspx?cite=296-127 Pursuant to RCW (Revised Code of Washington) 39.12, as amended, and the associated WAC (Washington Administrative Code at WAC 296-127-023), prevailing wage rates which are in effect on the deadline for bid submissions are the minimum prevailing wage rates which must be Exh. 6.2-2 507997960.10 paid for the Contract Term. The Contractor shall be responsible for ensuring that it and its subcontractors pay their respective employees prevailing wage and that wages are altered as necessary to follow the most recently promulgates increases in prevailing wages each year. In connection with the Contract, CONTRACTOR will be required to submit to the Port "Statements of Intent to Pay Prevailing Wages" and an "Affidavits of Wages Paid" for itself and all subcontractors at all tiers. The Statements of Intent require the approval of, and the Affidavits require the certification of the industrial statistician of the Department of Labor and Industries which shall include the contractor's registration certificate number; the prevailing rate of wage for each classification of workers entitled to prevailing wages under RCW 39.12.020; and the estimated number of workers in each classification. CONTRACTOR shall ensure that each Statement of Intent to Pay Prevailing Wages and Affidavit of Wages Paid that is submitted to the Port has been approved and/or certified by the industrial statistician of the Department of Labor and Industries before said statement or affidavit is submitted to the Port. Such statements and affidavits shall be filed in accordance with the practices and procedures required by the Department of Labor and Industries. Pursuant to WAC 296-127-040 and WAC 296-127-045, the CONTRACTOR shall be responsible for payment to the Department of Labor and Industries the applicable processing fee(s) set forth in RCW 39.12.070 due with the submittal of each "Statement of Intent to Pay Prevailing Wages" and "Affidavit of Wages Paid." CONTRACTOR shall monitor subcontractors' compliance with these requirements of this Section; any failure by CONTRACTOR or subcontractor at any tier to meet the requirements of this Section or violation of prevailing wage laws or regulations shall be a material breach of this Contract. Except as provided herein, the above referenced contract remains unchanged and in full force and effect. 9A. CONTRACTOR: NAME AND TITLE OF SIGNER (Type or Print) 10A. PORT OF SEATTLE: NAME AND TITLE OF SIGNER (Type or Print) 9B. CONTRACTOR SIGNATURE 10B PORT OF SEATTLE SIGNATURE 9C. DATE (Signature of person authorized to sign) (Signature of person authorized to sign) Exh. 6.2-3 507997960.10 10C. DATE ATTACHMENT X TITLE VI NON-DISCRIMINATION AND AFFIRMATIVE ACTION SUPPLEMENTAL CONDITIONS During the performance of this contract, the CONTRACTOR, for itself, its assignees, and successors in interest (hereinafter referred to as the "CONTRACTOR") agrees as follows: 1. Compliance with Regulations: The CONTRACTOR (hereinafter includes Contractors) will comply with the Acts and the Regulations relative to Non-discrimination in Federally assisted programs of the U.S. Department of Transportation, Federal Aviation Administration, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The CONTRACTOR, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The CONTRACTOR will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the CONTRACTOR for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the CONTRACTOR of the CONTRACTOR's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The CONTRACTOR will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish the information, the CONTRACTOR will so certify to the Recipient or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a CONTRACTOR's noncompliance with the Non- discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not necessarily limited to: a. withholding payments to the CONTRACTOR under the contract until the CONTRACTOR complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. Exh. 6.2-4 507997960.10 6. Incorporation of Provisions: The CONTRACTOR will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The CONTRACTOR will take action with respect to any subcontract or procurement as the Recipient or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the CONTRACTOR becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the CONTRACTOR may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the CONTRACTOR may request the United States to enter into the litigation to protect the interests of the United States. Exh. 6.2-5 507997960.10 During the performance of this contract, the CONTRACTOR, for itself, its assignees, and successors in interest (hereinafter referred to as the "CONTRACTOR") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR part 21. 2. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); 3. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; 4. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); 5. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); 6. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage, and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients, and contractors, whether such programs or activities are Federally funded or not); 7. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131 - 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; 8. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); 9. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; 10. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title Exh. 6.2-6 507997960.10 VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); 11. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Exh. 6.2-7 507997960.10 Exhibit 7 Form of Omnibus Assignment and Assumption Agreement OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT THIS OMNIBUS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), made and entered into this ____ day of _________, 2025, STOC OWNER, LLC, a Delaware limited liability company, having an office c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101, Attn: Matt Simo ("Assignor") and the PORT OF SEATTLE, a Wahington municipal corporation, having an address at _______________________ ("Assignee"). W I T N E S S E T H: Assignor for Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to Assignee all of Assignor's right, title and interest in, to and under (i) all books, records, guaranties, warranties, plans, specifications, operating manuals and files owned by Assignor and relating to the occupancy, use or operation of the real property located at 17900, 17930 and 18000 Pacific Highway South, SeaTac, Washington (collectively, the "Premises"), (ii) all transferable licenses, approvals, certificates and permits held by Assignor and exclusively relating to the occupancy, use or operation of the Premises, and (iii) all other items of intangible personal property related to the Premises, in each case, to the extent assignable without cost to Seller, including, without limitation, rights to the names "International Place," "SeaTac Office Center," any other name under which the Property is currently or was previously operated and any derivations of any of the foregoing, rights to any domain name associated with the Premises, any twitter or "X" handle or feed or facebook page related to the Premises and any other intellectual property or social media domain names/links related to the Premises, but expressly excluding any trademarks and related intellectual property of any third party property manager or affiliate of Seller not used exclusively in connection with the Premises, all goodwill, together with Seller's interest (if any) in and to any guarantees, licenses, approvals, certificates, permits, plans and specifications, floor plans, CAD files, software and software files, drawings and warranties relating to the Premises or the Personalty, to the extent assignable (other than items expressly excluded from the sale of the Premises pursuant to that certain Purchase and Sale Agreement, dated November 15, 2024 between Assignor and Assignee (the "Purchase and Sale Agreement"; capitalized terms used but not defined herein have the meaning set forth in the Purchase and Sale Agreement); (the items set forth in clauses (i) through (iii) above are hereinafter referred to collectively as the "Property Matters"); TO HAVE AND TO HOLD unto Assignee and its successors and assigns to its and their own use and benefit forever. This Agreement is made by Assignor without recourse and without any expressed or implied representation or warranty whatsoever, except as otherwise provided in the aforementioned Purchase and Sale Agreement. Exh. 7-1 507997960.10 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. To facilitate execution, this Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures to this Omnibus Assignment and Assumption Agreement will be valid as if manually signed. [signature page follows] Exh. 7-2 507997960.10 IN WITNESS WHEREOF, Assignor and Assignee have executed this Omnibus Assignment and Assumption Agreement as of the date first above written. ASSIGNOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: ASSIGNEE: PORT OF SEATTLE, a Washington municipal corporation By: Name: Title: Exh. 7-3 507997960.10 Exhibit 8 Form of Tenant Estoppel Certificates _____________ ____, 2025 __________________________ __________________________ __________________________ __________________________ Re: Lease dated __________ by and between __________________ ("Landlord"), and ___________________, as tenant, [as amended by _______] [including guaranty, if applicable] (the "Lease"), demising [insert either the _______ floors or approximately ________ square feet of space] (the "Premises") at the building commonly known as SeaTac Office Center (the "Property") To Whom it May Concern: The following statements are made with the knowledge that you and your successors and assigns, successor owners of the Property and present and future lenders secured by mortgages encumbering the Property or otherwise secured by a direct or indirect pledge of equity in you may rely on them. The undersigned as tenant ("Tenant") under the Lease, hereby certifies to you as follows: 1. A true, complete and correct copy of the Lease is attached hereto as Schedule A. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Premises and is in full force and effect and has not been amended, modified or supplemented in any way except as specifically shown on Schedule A. 2. The amount of the security deposit delivered under the Lease is $________ and said security deposit is in the form of [cash/letter of credit]. 3. To Tenant's knowledge, Landlord is not in default in the performance of any covenant, agreement or condition contained in the Lease, nor is there now any fact or condition which, with the passage of time or the giving of notice or both, would constitute a default by Landlord. Tenant has no defenses, counterclaims, liens or claims of offset or credit under the Lease or against rents, or any other claims against Landlord. No notices of default under the Lease have been given or received by Tenant which remain uncured and there exists no default under the Lease by Tenant. 4. Tenant has not assigned, transferred or otherwise encumbered its interest under the Lease, or subleased or licensed any portion of the Premises, except as follows:______. 5. To Tenant's knowledge, all tenant improvement work required to be performed by Landlord within the Premises to make the same ready for Tenant's occupancy has Exh. 8-1 507997960.10 been substantially completed, and all work allowances and all other amounts required to be paid by Landlord to Tenant have been paid in accordance with the terms of the Lease, in each case except as follows:_______. 6. Tenant [has accepted and is in occupancy] [has not accepted and is not in occupancy] of the Premises. 7. The Commencement Date under the Lease is _____________; the Rent Commencement Date under the Lease is _____________. The fixed expiration date under the Lease is _____________. Tenant has no option to (i) extend the term of the Lease (except as provided in Section ___ of the Lease) or (ii) lease additional space (except as provided in Section ___ of the Lease). Tenant has paid rent under the Lease through _____________. Base rent currently due under the Lease is _______ per annum. 8. Tenant has fully paid base rent and additional rent through the month of [_____], the current base rent under the Lease is: $[_____] per month. Tenant has fully paid its pro rata share of operating expenses and taxes through the month of [______]. 9. Tenant has no right or option to purchase all or any portion of the Premises or the Property pursuant to the Lease. 10. All insurance required of Tenant under the Lease has been obtained by Tenant, and all premiums now due have been paid. 11. No petition in bankruptcy (voluntary or otherwise) has been filed or is threatened against Tenant. 12. The individual signing below has full authority to execute and deliver this letter on behalf of Tenant. 13. This estoppel shall be binding upon Tenant and its legal representatives, successors and assigns. The undersigned understands that Purchaser or its assigns is acquiring the Premises and Purchaser's current and future lenders may be making a mortgage loan secured by the Premises or otherwise secured by a direct or indirect pledge of equity in Purchaser, each in reliance upon the certifications and agreements set forth herein, and agrees that Purchaser, and Purchaser's lender, and their respective successors and assigns may rely upon such certification and agreements for that purpose. [The remainder of this page is intentionally left blank] Exh. 8-2 507997960.10 [INSERT TENANT NAME] By:________________________ Name: Its: Exh. 8-3 507997960.10 Schedule A (Copy of Lease) Exh. 8-4 507997960.10 Exhibit 9 Default Notices None. Exh. 9-1 507997960.10 Exhibit 10 [Form of Letter to Ground Lessors and Airspace Lessor] STOC OWNER, LLC c/o Urban Renaissance Group LLC 1425 Fourth Avenue, Suite 200 Seattle, WA 98101 ___________, 2025 TO: [FEE OWNER] OF _______________________________________ Re: [ADDRESS] Dear Fee Owner: This is to notify you that, today, the referenced property has been sold by STOC OWNER, LLC ("Seller") to _________________ ("Purchaser"). As of the date hereof, Seller's interest in that certain ground lease dated __________________, as amended (the "Lease"), has been assigned to Purchaser and Purchaser has assumed the obligations as lessee under such Lease which accrue from and after the date hereof. The Lease, [security deposit (in the form of a letter of credit)] [and] [guaranty] has/have been transferred to the Purchaser. Very truly yours, STOC OWNER, LLC, a Delaware limited liability company By:_____________________ Name: Title: Exh. 10-1 507997960.10 Exhibit 11 [Form of Assignment and Assumption of Ground Lease] When Recorded, Return to: ASSIGNMENT AND ASSUMPTION OF GROUND LEASE Grantor: STOC OWNER, LLC, a Delaware limited liability company Grantee: _________________________________________ Abbreviated Legal Description of Land: Ptn Lots 1-4 & All of Lots 5-8, Blk 4, Harry White & Company's Commercial Add. To Kirkland, Vol. 8 P. 16 and Ptn Sec 8 Twp 25N Rge 5E, NW Qtr SW Qtr (The real property described on Exhibit A attached hereto and all buildings and other improvements located thereon) Assessor's Tax Parcel Account Number(s): APN: 935490-0220-08 935490-0240-04 082505-9233-08 Reference Numbers of Documents Assigned or Released (if applicable): N/A Assignment and Assumption of Ground Lease THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE, made and entered into as of [___________], 2025, STOC OWNER, LLC, a Delaware limited liability company, having an office c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101, Attn: Matt Simo ("Assignor"), in consideration of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to ______________________, a ________________ having an office at __________________________, Attn: _____________ ("Assignee"), all right, title and interest of Assignor in that certain Amended and Restated Ground Lease dated January 1, 2016 (together with all amendments and modifications thereof and supplements relating thereto, the "Ground Lease")] relating to that certain real property and the improvements located thereon at _______________________, and more particularly described on Exhibit A attached hereto (the "Premises"). Assignor also hereby conveys and assigns to Assignee, in all cases without representation or warranty whatsoever, all of Assignor's rights, claims, causes of action and indemnities, of any nature whatsoever, however acquired, against third parties (including, but not Exh. 11-1 507997960.10 limited to, prior owners or occupants of the Premises and/or prior or current landowners or occupants of property adjacent to the Premises) whether arising in tort, contract, under any mineral lease, mineral servitude, or mineral right, or otherwise, in any way arising out of, related to, or in connection with any damage (including but not limited to an Environmental Injury) to the Premises or any portion thereof, or otherwise relating to any soil, sediments, or surface water on the Premises, or any soil, groundwater, or aquifers underlying the surface of the Premises, whenever such damage occurred, and whether such damage is or was at any time known or unknown, overt or non-overt, or apparent or non-apparent, together with all damages, payments, or compensation related thereto, including but not limited to all damages, payments, or compensation in connection with any expropriation, condemnation, or taking of all or any portion of the Premises (collectively, "Claims and Causes of Action"); provided, however, Assignor retains the right to (i) assert defenses, as well as crossclaims and compulsory counterclaims, in any proceeding in which a person asserts a claim or cause of action against Assignor relating to injury to the Premises, including, without limitation, Environmental Injury, and such right to assert defenses, as well as crossclaims and compulsory counterclaims shall not be considered a part of the Claims and Causes of Action and (ii) any damages or proceeds payable to Assignor that are a result of such crossclaims or compulsory counter-claims. For purposes of this Assignment and Assumption of Ground Lease, the term "Environmental Injury" means any injury, damage or loss in value to, and costs of investigation and remediation of, the Premises arising from or related to any spill, leak or release of any hazardous or toxic substance, hazardous or other waste, pollutant, oil, or petroleum product, or other substance that is currently or hereafter may be regulated by any state or federal governmental entity. Assignee, for itself and its successors and assigns, (i) hereby accepts the foregoing assignment and (ii) agrees to, and hereby does, assume and agrees to keep, pay, perform, observe and discharge all of the terms, covenants, conditions, agreements, provisions and obligations contained in the Ground Lease to be kept, paid, performed, observed and discharged by Assignee thereunder from and after the date hereof and arising and accruing from and after the date hereof. This Assignment and Assumption of Ground Lease is made by Assignor without recourse and without any express or implied representation or warranty whatsoever except to the extent expressly provided in the Purchase Agreement. This Assignment and Assumption of Ground Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. To facilitate execution, this Assignment and Assumption of Ground Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Electronic signatures to this Assignment and Assumption of Ground Lease will be valid as if manually signed. [signature page follows] Exh. 11-2 507997960.10 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Ground Leases to be executed as of the date first set forth above. ASSIGNOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: STATE OF ________________ COUNTY OF ______________ ) ) ss. ) On the ___ day of _____________, 2025, before me, the undersigned, a notary public in and for said state, personally appeared __________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. ___________________________________________ Notary Public My commission expires: Print Notary Public's Name: Qualified in the State of _______________ [Notary Seal] Exh. 11-3 507997960.10 ASSIGNEE: ____________________________ By: Name: Title: STATE OF ________________ COUNTY OF ______________ ) ) ss. ) On the ___ day of _____________, 2025, before me, the undersigned, a notary public in and for said state, personally appeared __________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. ___________________________________________ Notary Public My commission expires: Print Notary Public's Name: Qualified in the State of _______________ [Notary Seal] Exh. 11-4 507997960.10 Exhibit A Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KING, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF THE NORTHERLY 250 FEET, AS MEASURED ALONG THE EASTERLY LINE OF PACIFIC HIGHWAY, OF THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, LYING EASTERLY OF SAID PACIFIC HIGHWAY SOUTH, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33 WITH THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH (THE ASSUMED BEARING OF SAID PACIFIC HIGHWAY SOUTH BEING SOUTH 1°44'28" EAST); THENCE ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET, SOUTH 88°31'34" EAST 599.88 FEET TO THE EAST LINE OF A TRACT DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE NORTH ALONG SAID EAST LINE 231.19 FEET; THENCE PARALLEL WITH THE ABOVE MENTIONED SOUTHERLY LINE NORTH 88°31'34" WEST 606.91 FEET TO THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH; THENCE ALONG SAID EASTERLY LINE SOUTH 1°44'28" EAST 231.48 FEET TO THE POINT OF BEGINNING. PARCEL B: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY MARGIN OF PACIFIC HIGHWAY SOUTH AND THE SOUTHERLY MARGIN OF SOUTH 176TH STREET, THE CENTERLINES OF WHICH ARE 75 FEET WESTERLY AND 30 FEET NORTHERLY THEREOF, RESPECTIVELY; THENCE SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 836.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 444.43 FEET TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 18.52 FEET; THENCE SOUTH 88°31'34" EAST PARALLEL WITH THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID NORTHEAST QUARTER OF SECTION 33, A DISTANCE OF 606.91 FEET TO THE EAST LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE ALONG THE EAST, SOUTH AND WEST BOUNDARIES OF SAID TRACT ON THE FOLLOWING COURSES: Exh. 11-5 507997960.10 NORTH 10.01 FEET; THENCE SOUTH 88°31'34" EAST 249.20 FEET TO THE WEST MARGIN OF 32ND AVENUE SOUTH; THENCE NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 8.50 FEET TO SAID SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33 AND THE TERMINUS OF SAID BOUNDARY AS DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE CONTINUING NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 827.91 FEET, MORE OR LESS, TO THE LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF PACIFIC HIGHWAY SOUTH, HAVING A RIGHT ANGLE WIDTH OF 150 FEET, WITH THE SOUTH LINE OF SOUTH 176TH STREET, HAVING A RIGHT ANGLE WIDTH OF 60 FEET; THENCE SOUTHERLY ALONG SAID EAST LINE 636 FEET; THENCE EASTERLY AT RIGHT ANGLES TO PACIFIC HIGHWAY SOUTH 100 FEET; THENCE NORTHERLY AT RIGHT ANGLES TO SAID SOUTH 176TH STREET 180 FEET; THENCE EASTERLY PARALLEL WITH SAID SOUTH 176TH STREET TO THE WEST LINE OF THE EAST 300 FEET OF SAID NORTHEAST QUARTER AND THE TRUE POINT OF BEGINNING OF THIS LINE DESCRIPTION; THENCE CONTINUING EASTERLY ALONG SAID PARALLEL LINE 270 FEET, MORE OR LESS, TO THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHEAST QUARTER AND THE END OF THIS LINE DESCRIPTION; THENCE NORTH 88°25'30" WEST 270.10 FEET; THENCE SOUTH 03°04'28" WEST 349.92 FEET TO A POINT ON A LINE FROM WHICH THE TRUE POINT OF BEGINNING BEARS SOUTH 88°15'32" WEST; THENCE SOUTH 88°15'32" WEST 616.27 FEET TO THE TRUE POINT OF BEGINNING. PARCELS A AND B: Tax Parcel Numbers: 332304900100 and 332304900191 Situs Address: 18000 Pacific Hwy. South, SeaTac, WA 98188 Exh. 11-6 507997960.10 Exhibit 12 [Form of Assignment and Assumption of Airspace Lease] When Recorded, Return to: ASSIGNMENT AND ASSUMPTION OF AIRSPACE LEASE Grantor: STOC OWNER, LLC, a Delaware limited liability company Grantee: _________________________________________ Abbreviated Legal Description of Land: Ptn Lots 1-4 & All of Lots 5-8, Blk 4, Harry White & Company's Commercial Add. To Kirkland, Vol. 8 P. 16 and Ptn Sec 8 Twp 25N Rge 5E, NW Qtr SW Qtr (The real property described on Exhibit A attached hereto and all buildings and other improvements located thereon) Assessor's Tax Parcel Account Number(s): APN: 935490-0220-08 935490-0240-04 082505-9233-08 Reference Numbers of Documents Assigned or Released (if applicable): N/A THIS ASSIGNMENT AND ASSUMPTION OF AIRSPACE LEASE, made and entered into as of [___________], 2025, STOC OWNER, LLC, a Delaware limited liability company, having an office c/o Urban Renaissance Group LLC, 1425 Fourth Avenue, Suite 200, Seattle, WA 98101 ("Assignor"), in consideration of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby assigns to ______________________, a ________________ having an office at __________________________, Attn: _____________ ("Assignee"), all right, title and interest of Assignor in that certain Airspace Lease effective as of March 1, 2008, a Memorandum of Lease for which was recorded January 27, 2010, under recording number 20100127000900 and rerecorded February 3, 2010 under recording number 201000203000851 (together with all amendments and modifications thereof and supplements relating thereto, the "Airspace Lease") relating to that certain real property and the improvements located thereon at _______________________ and more particularly described on Exhibit A attached hereto (the "Premises"). Exh. 12-1 507997960.10 Assignee, for itself and its successors and assigns, (i) hereby accepts the foregoing assignment and (ii) agrees to, and hereby does, assume and agrees to keep, pay, perform, observe and discharge all of the terms, covenants, conditions, agreements, provisions and obligations contained in the Airspace Lease to be kept, paid, performed, observed and discharged by Assignee thereunder from and after the date hereof and arising and accruing from and after the date hereof. This Assignment and Assumption of Airspace Lease is made by Assignor without recourse and without any express or implied representation or warranty whatsoever except to the extent expressly provided in the Purchase Agreement. This Assignment and Assumption of Airspace Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. To facilitate execution, this Assignment and Assumption of Airspace Lease may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. [signature page follows] Exh. 12-2 507997960.10 IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment and Assumption of Airspace Lease to be executed as of the date first set forth above. ASSIGNOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: STATE OF ________________ COUNTY OF ______________ ) ) ss. ) On the ___ day of _____________, 2025, before me, the undersigned, a notary public in and for said state, personally appeared __________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. ___________________________________________ Notary Public My commission expires: Print Notary Public's Name: Qualified in the State of _______________ [Notary Seal] Exh. 12-3 507997960.10 ASSIGNEE: ____________________________ By: Name: Title: STATE OF ________________ COUNTY OF ______________ ) ) ss. ) On the ___ day of _____________, 2025, before me, the undersigned, a notary public in and for said state, personally appeared __________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument. ___________________________________________ Notary Public My commission expires: Print Notary Public's Name: Qualified in the State of _______________ [Notary Seal] Exh. 12-4 507997960.10 Exhibit A Legal Description Exh. 12-5 507997960.10 Exhibit 13 [Form of Ground Lessor Estoppel Certificate] ESTOPPEL CERTIFICATE This Estoppel Certificate (this "Certificate") is executed to be effective as of _______________ 2025 (the "Effective Date") by BOYSEN & BOYSEN L.L.C., a Washington limited liability company ("Landlord"). RECITALS A. Landlord and STOC OWNER, LLC, a Delaware limited liability company ("Tenant") are parties to that certain Amended and Restated Ground Lease dated January 1, 2016 (the "Lease Agreement"), covering certain real property described on Exhibit A attached hereto (the "Property") (the "Lease"); and B. Landlord acknowledges that (a) Tenant has entered into an agreement with _________________ ("Buyer"), for the sale and purchase of the Tenant's leasehold estate in the Property created pursuant to the Lease (the "Leasehold Estate"), and of Tenant's interest in the buildings and improvements located on the Property (the "Improvements"), and (b) in connection therewith, Buyer is requiring that Landlord execute and deliver this Certificate to and for the benefit of Buyer and any party holding indebtedness secured (in whole or in part) by a mortgage or deed of trust on the Leasehold Estate (each a "Lender"), or any of their respective successors, assignees or nominees and (c) the Buyer, each Lender, and their respective successors, assignees or nominees will rely upon the certifications and agreements contained in this Certificate in connection with the purchase and financing of the Leasehold Estate and the Improvements. CERTIFICATION NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Landlord hereby certifies, confirms and agrees as of the Effective Date as follows: 1. Defined Terms. Any capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Lease. 2. Certification. Landlord hereby certifies, confirms and agrees as follows: (a) A true, correct and complete copy of the Lease is attached hereto as Exhibit B. Except for the Lease, there are no agreements (written or oral) or documents that are binding Exh. 13-1 507997960.10 between Landlord and Tenant in connection with the lease, occupancy and/or use of the Property. The Lease is valid, binding and in full force and effect, and has not been modified or amended except as reflected in the documents attached hereto as Exhibit B. (b) The term of the Lease commenced on January 1, 2016 and expires on December 31, 2064. Tenant has two (2) options to extend the Lease Term for two (2) successive additional terms of twenty five (25) years each. (c) The current annual Base Rent payable under the Lease is $566,498 per year, payable in equal monthly installments in the amount of $47,208.17 per month. Base Rent, Additional Rent and Impositions, and all other charges under the Lease that are due and payable on or before the Effective Date, have been paid in full. The last monthly installment of the annual Base Rent was paid on ______________, 2025. (d) To the actual knowledge of Landlord, neither Landlord nor Tenant is in default in the performance of any covenant, agreement or condition contained in the Lease, and no event has occurred and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute a default by Landlord or Tenant under the Lease. There is no defense, offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord under the Lease. (e) Landlord is not the subject of any bankruptcy, insolvency or similar proceeding in any federal, state or other court or jurisdiction. (f) Tenant has complied with and satisfied the requirements of Section 6.4 of the Lease with respect to spending not less than $3 Million on Capital Expenditures during the first three years of the Lease. (g) Landlord hereby waives (or has previously waived) its right of first refusal set forth in Section 23.2 of the Lease with respect to the sale of the Leasehold Estate and the improvements by Tenant to Purchaser. (h) Landlord has not mortgaged the Property or assigned the Lease or otherwise transferred any interest in or under the Lease, and no consent or joinder of any other party is required for Landlord's execution of this Certificate. (i) There is no deposit currently held by or on behalf of Landlord with respect to the Lease and no deposit or other security is currently required under the Lease. In the event that any deposit or other security is required in the future under the terms of the Lease, Landlord hereby consent to any such deposit or other security being deposited with and held by a Lender. (j) Upon notice to Landlord that Purchaser has become the owner of the Improvements and the Leasehold Estate, Landlord will recognize Purchaser as the Tenant under the Lease. Exh. 13-2 507997960.10 Landlord hereby acknowledges and consents to the assignment of the Lease by Tenant to Purchaser. (k) The individual executing this Certificate on behalf of Landlord has the authority to do so on behalf of Landlord and to bind Landlord to the terms hereof. If there is a conflict between the terms of the Lease and this Certificate, the terms of this Certificate shall prevail. (l) This Certificate may not be withdrawn, amended or modified except by a written agreement by both Landlord and Purchaser. (m) This Certificate shall be binding on Landlord, its successors and assigns, and shall inure to the benefit of Purchaser and any Lender, and their successors and assigns. [Signature Page Follows] Exh. 13-3 507997960.10 This Certificate is executed as of the date of the acknowledgment below, to be effective as of the Effective Date. LANDLORD: [LANDLORD NAME] By: Name: Title: Exh. 13-4 507997960.10 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY [TO BE ATTACHED] Exh. 13-5 507997960.10 EXHIBIT B LEASE AND ALL AMENDMENTS [TO BE ATTACHED] Exh. 13-6 507997960.10 Exhibit 14 [Form of Airspace Lease Assignment Consent] Roger Secretary of Transportation Millar Transportation Building 310 Maple Park Avenue S.E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 TTY: 1-800-833-6388 www.wsdot.wa.gov _______, 2025 STOC OWNER, LLC c/o Urban Renaissance Group LLC 1425 Fourth Avenue, Suite 200 Seattle, WA 98101 RE: Consent to Assignment and Assumption of Lease AA-01-12331, IC# 1-17-03403 To Whom it May Concern: Pursuant to the attached Assignment and Assumption of Airspace Lease (the "Assignment"), STOC OWNER, LLC, a Delaware limited liability company ("TENANT/ASSIGNOR") does hereby assign unto ______________, a __________, its heirs and assigns ("ASSIGNEE"), all of TENANT/ASSIGNOR's, right, title and interest in and to that certain Lease numbered AA-0112331, effective the 1st day of March, 2008, between the Washington State Department of Transportation ("WSDOT") and the TENANT/ASSIGNOR, covering the following described property, situated in the County of King, State of Washington to wit: A parcel of land for a lease area over and across that portion of the Northeast Quarter of Section 33, Township 23 North, Range 4 East, W.M., in King County, Washington described as follows: Beginning at a point on the East margin of Pacific Highway South, said point being 250.00 feet South, as measured along said East margin, from the North line of the Southeast Quarter of the Northeast Quarter of said Section 33; thence South 88°14'55" West 42.00 feet; thence North 01°38'51" East 391.78 feet; thence South 88°14'55" West 23.23 feet; thence North 01°45'05" West 79.26 feet; thence North 88°14'55" East 9.80 feet; thence North 00°19'50" East 188.82 feet; thence South 88°14'55" West 16.66 feet; thence North 01°45'05" West 35.40 feet; thence North 88°14'55" East 42.00 feet to the said East margin; thence South 01°45'05" East along said East margin 694.43 feet to the Point of Beginning. Exh. 14-1 507997960.10 Upon the later of the date of (i) this letter and (ii) the execution of the Assignment, WSDOT hereby acknowledges and approves of the transactions contemplated by the Assignment in satisfaction of Section 28(A) of the Lease. Furthermore, upon the later of the date of (i) this letter and (ii) the execution of the Assignment, WSDOT hereby releases and discharges the TENANT/ASSIGNOR of all obligations and responsibilities under the Lease occurring after the later of the date of (i) this letter and (ii) the execution of the Assignment. The foregoing release expressly excludes obligations and liabilities under the Lease occurring prior to the effective date of this letter, and TENANT/ASSIGNOR remains fully responsible for such obligations and liabilities. The effective date of the Assignment is the later of the date of (i) this letter and (ii) the execution of the Assignment. In consideration of the Assignment and this letter, the ASSIGNEE hereby assumes and agrees to make all of the payments required by the Lease, and to perform all the covenants and conditions of the Lease required of the TENANT therein, to the extent arising after the later of the date of (i) this letter and (ii) the execution of the Assignment. ASSIGNEE further warrants to hold WSDOT harmless from any and all liability by reason of the Assignment. ASSIGNEE' s address for the purpose of notification by WSDOT is as follows: With a copy to: Please feel free to contact [______, (___) ___-____], if you have any questions or need additional information. Sincerely, [CONTACT NAME] [TITLE] [TELEPHONE] Exh. 14-2 507997960.10 EXHIBIT A Assignment and Assumption of Lease [see attached] Exh. 14-3 507997960.10 Exhibit 15 Form of Deed of Improvements When Recorded, Return to: BARGAIN AND SALE DEED Grantor: STOC OWNER, LLC, a Delaware limited liability company Grantee: _________________________________________ Abbreviated Legal Description of Land: Ptn Lots 1-4 & All of Lots 5-8, Blk 4, Harry White & Company's Commercial Add. To Kirkland, Vol. 8 P. 16 and Ptn Sec 8 Twp 25N Rge 5E, NW Qtr SW Qtr (The real property described on Exhibit A attached hereto and all buildings and other improvements located thereon) Assessor's Tax Parcel Account Number(s): APN: 935490-0220-08 935490-0240-04 082505-9233-08 Reference Numbers of Documents Assigned or Released (if applicable): N/A Exh. 15-1 507997960.10 BARGAIN AND SALE DEED STOC OWNER, LLC, a Delaware limited liability company ("Grantor"), for and in consideration of Ten and NO/100 Dollars ($10.00) hereby bargains, sells and conveys to the Port of Seattle, a Washington municipal corporation ("Grantee"), fee simple title to all buildings, improvements, fixtures and structures on the real estate situated in King County, State of Washington, and described on Exhibit A attached hereto (collectively, the "Improvements"). This conveyance is made subject to (a) the reversionary interests in the Improvements upon the expiration or earlier termination of that certain Amended and Restated Ground Lease, dated January 1, 2016, by and between Boysen & Boysen, L.L.C. and Grantor, and (b) those items set forth on Exhibit B attached hereto and made a part hereof. TO HAVE AND TO HOLD the Real Estate, together with all rights, privileges, and appurtenances thereunto belonging or pertaining to the Grantee, its successors and assigns, forever. [Signature and notary acknowledgement follow] Exh. 15-2 507997960.10 Signature page to Bargain and Sale Deed DATED this ____ day of ___________, 2025. GRANTOR: STOC OWNER, LLC, a Delaware limited liability company By:_______________________ Name: Title: ) ) ss.: ) On the ______ day of ______________ in the year 2025 before me, the undersigned, personally appeared ______________________, personally known to me or proved to me on the basis of satisfactory evidence to be the _______________ of STOC OWNER, LLC, a Delaware limited liability company, party to the foregoing instrument, and acknowledged to me that he/she/they, being authorized to do so, executed the same in his/her/their capacity as the _______________ of STOC OWNER, LLC, a Delaware limited liability company, and that by his/her/their signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. GIVEN under my hand an official seal this _____ day of ______________, 2025. ________________________________ Notary Public My Commission Expires: ________________________ Exh. 15-3 507997960.10 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KING, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF THE NORTHERLY 250 FEET, AS MEASURED ALONG THE EASTERLY LINE OF PACIFIC HIGHWAY, OF THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, LYING EASTERLY OF SAID PACIFIC HIGHWAY SOUTH, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33 WITH THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH (THE ASSUMED BEARING OF SAID PACIFIC HIGHWAY SOUTH BEING SOUTH 1°44'28" EAST); THENCE ALONG THE SOUTHERLY LINE OF SAID NORTHERLY 250 FEET, SOUTH 88°31'34" EAST 599.88 FEET TO THE EAST LINE OF A TRACT DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE NORTH ALONG SAID EAST LINE 231.19 FEET; THENCE PARALLEL WITH THE ABOVE MENTIONED SOUTHERLY LINE NORTH 88°31'34" WEST 606.91 FEET TO THE EASTERLY LINE OF PACIFIC HIGHWAY SOUTH; THENCE ALONG SAID EASTERLY LINE SOUTH 1°44'28" EAST 231.48 FEET TO THE POINT OF BEGINNING. PARCEL B: THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 23 NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY MARGIN OF PACIFIC HIGHWAY SOUTH AND THE SOUTHERLY MARGIN OF SOUTH 176TH STREET, THE CENTERLINES OF WHICH ARE 75 FEET WESTERLY AND 30 FEET NORTHERLY THEREOF, RESPECTIVELY; THENCE SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 836.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 444.43 FEET TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 33; THENCE CONTINUING SOUTH 01°44'28" EAST ALONG SAID EASTERLY MARGIN 18.52 FEET; THENCE SOUTH 88°31'34" EAST PARALLEL WITH THE SOUTH LINE OF THE NORTHEAST QUARTER OF SAID NORTHEAST QUARTER OF SECTION 33, A DISTANCE OF 606.91 FEET TO THE EAST LINE OF THAT TRACT OF LAND DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE ALONG THE EAST, SOUTH AND WEST BOUNDARIES OF SAID TRACT ON THE FOLLOWING COURSES: Exh. 15-4 507997960.10 NORTH 10.01 FEET; THENCE SOUTH 88°31'34" EAST 249.20 FEET TO THE WEST MARGIN OF 32ND AVENUE SOUTH; THENCE NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 8.50 FEET TO SAID SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 33 AND THE TERMINUS OF SAID BOUNDARY AS DESCRIBED IN INSTRUMENT RECORDED DECEMBER 28, 1972 UNDER RECORDING NO. 7212280221; THENCE CONTINUING NORTH 03°04'28" EAST ALONG SAID WESTERLY MARGIN 827.91 FEET, MORE OR LESS, TO THE LINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST LINE OF PACIFIC HIGHWAY SOUTH, HAVING A RIGHT ANGLE WIDTH OF 150 FEET, WITH THE SOUTH LINE OF SOUTH 176TH STREET, HAVING A RIGHT ANGLE WIDTH OF 60 FEET; THENCE SOUTHERLY ALONG SAID EAST LINE 636 FEET; THENCE EASTERLY AT RIGHT ANGLES TO PACIFIC HIGHWAY SOUTH 100 FEET; THENCE NORTHERLY AT RIGHT ANGLES TO SAID SOUTH 176TH STREET 180 FEET; THENCE EASTERLY PARALLEL WITH SAID SOUTH 176TH STREET TO THE WEST LINE OF THE EAST 300 FEET OF SAID NORTHEAST QUARTER AND THE TRUE POINT OF BEGINNING OF THIS LINE DESCRIPTION; THENCE CONTINUING EASTERLY ALONG SAID PARALLEL LINE 270 FEET, MORE OR LESS, TO THE WEST LINE OF THE EAST 30 FEET OF SAID NORTHEAST QUARTER AND THE END OF THIS LINE DESCRIPTION; THENCE NORTH 88°25'30" WEST 270.10 FEET; THENCE SOUTH 03°04'28" WEST 349.92 FEET TO A POINT ON A LINE FROM WHICH THE TRUE POINT OF BEGINNING BEARS SOUTH 88°15'32" WEST; THENCE SOUTH 88°15'32" WEST 616.27 FEET TO THE TRUE POINT OF BEGINNING. PARCELS A AND B: Tax Parcel Numbers: 332304900100 and 332304900191 Situs Address: 18000 Pacific Hwy. South, SeaTac, WA 98188 Exh. 15-5 507997960.10 EXHIBIT 16 Form of Representation Update REPRESENTATION UPDATE The undersigned, STOC Owner LLC, a Washington limited liability company ("Seller"), hereby certifies to Port of Seattle ("Buyer"), that the representations and warranties of the undersigned set forth in Section 10(c) of that certain Purchase and Sale Agreement dated as of November 15, 2024 (as amended, modified, or supplemented, the "Purchase Agreement") by and between Seller and Buyer, are true and correct in all material respects as of the date hereof as if remade on and as of the date hereof except for those representations and warranties that address matters as of only a particular date, which need only to have been true and correct on such date. This Representation Update is being delivered pursuant to Sections 16(a)(xiii) and 35(b) of the Purchase Agreement. Dated: As of February _____, 2025. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] Exh. 16-1 507997960.10 IN WITNESS WHEREOF, Seller has executed this instrument as of the day and year first above written. SELLER: STOC Owner LLC, a Washington limited liability company By: _________________________ Its: Authorized Signatory Exh. 16-2 507997960.10