Common use of Grantor Clause in Contracts

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _______________ APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”

Grantor. STANDARD GOLDCarlyle Income Plus, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________Ltd., 2011, by ____________________________________, as __an Illinois limited partnership By ________________________ of Standard Gold, Inc., a Colorado corporation. _____Its ________________________ NOTARY PUBLIC My commission expires: _______________ APN: [Printed Name and Title] EXHIBIT A LEGAL DESCRIPTION EXHIBIT B EXCEPTIONS TO TITLE [Copy from Title Pro Forma] EXHIBIT D BILL OF SALE CARLYLE INCOME XXXS, LTD., an Illinois limited partnership (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded"Seller"), return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION in consideration of the sum of Ten Dollars ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLDdoes hereby sell, assign, convey, transfer and set over to AMB RETAIL INCOME FUND, INC., a Colorado Maryland corporation (“Seller”"Purchaser"), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described tangible personal property as further owned by and in the possession of Seller and used in connection with the operation and ownership of those certain tracts of real estate located in Los Angeles County, California and legally described below: All of that certain Personal Property as further described and set forth on in Exhibit “A” A attached hereto and made a part hereof hereof, or within the improvements situated on said tracts of real estate (such real estate along with the improvements thereon are collectively called the "Property"), including, but not limited to, all fixtures, attachments, appliances, machinery, apparatus and located on Sections 10 equipment described in Exhibit B attached hereto and 11 of Township 3 Northmade a part hereof, Range 40 East, M.D.P.M. It is it being understood and agreed that the Buyer enumeration of any specific articles of property shall in nowise result in the exclusion of or be held to exclude any items of property not specifically mentioned (collectively, the "Personal Property"). The Personal Property specifically excludes any property owned by Tenants or Property Manager (as those terms are defined in the Purchase and Sale Agreement described below). Seller hereby represents and warrants to Purchaser that the Personal Property is free and clear of all liens, charges and encumbrances created by Seller, and that Seller has inspected full right, power and authority to sell the personal property Personal Property and equipment as described hereinto make this Bill of Sale. Seller, for which itself and its sxxxxssors, agrees that it shall warrant and defend the title to the Personal Property against the lawful claims of all persons and entities whomsoever claiming against the right, title and interest of Purchaser in the Personal Property, or any part thereof, by, through or under Seller, but not otherwise. All warranties of quality, fitness and merchantability are hereby excluded. All representations and warranties of Seller makes no representations or warrantiescontained herein shall be subject to all of the limitations, either express or impliedterms, provisions and Buyer accepts the personal conditions that are contained in Section 8.G and 13.P of that certain Agreement For Purchase and Sale of Real Estate and Related Property in an dated as in conditionof November 4, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT1996 ("Agreement Limitations").”

Grantor. STANDARD GOLDTHE REALTY ASSOCIATES FUND V, INC. L.P., a Colorado corporation Delaware limited partnership By: /s/ Mxxx X. Xxxxx Realty Associates Fund V LLC, its general partner By: Realty Associates Advisors LLC, its manager By: Realty Associates Advisors Trust, its sole member By: Name: Mxxx X. Xxxxx ItsTitle: CFO THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2004, by , a of Realty Associates Advisors Trust, the sole member of Realty Associates Advisors LLC, the manager of Realty Associates Fund V, LLC, a general partner of The Realty Associates Fund V, L.P., a Delaware limited partnership, on behalf of such entities. My Commission Expires: _____________________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as ____________ Notary Public, State of _______________ of Standard Gold, Inc., a Colorado corporation. __________________________________________ NOTARY PUBLIC My commission expiresNotary’s name printed: _______________ APNTHIS GENERAL ASSIGNMENT (the “Xxxx of Sale”) is made as of the day of , 2004 by: (The undersigned affirms that no social Security number is contained hereini) Recording requested by and when recordedTHE REALTY ASSOCIATES FUND V, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC.L.P., a Colorado corporation Delaware limited partnership (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC(ii) , a Nevada limited liability company, (“BuyerPurchaser”). KNOW ALL MEN BY THESE PRESENTS: Concurrently with the execution and delivery hereof, pursuant to a certain Agreement of Purchase and Sale dated , 2004 (the “Agreement”) between Seller and Purchaser, Seller is conveying to Purchaser all of its Seller’s right, title and interest in and to the following real property described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” A attached hereto and made a part hereof (the “Land”) and in and to the building, parking areas and other structures and improvements located on Sections 10 the Land (collectively, the “Improvements”) located in the County of Xxxxxx, State of Texas. The Land and 11 of Township 3 North, Range 40 East, M.D.P.M. the Improvements are hereinafter sometimes collectively referred to as the “Property.” It is understood the desire of Seller to hereby sell, assign, transfer, convey, set-over and agreed that deliver to Purchaser all of Seller’s right, title and interest in and to the Buyer has inspected the personal property and equipment Assigned Property (as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACThereinafter defined).”

Grantor. STANDARD GOLDBEHRINGER HARVARD 7000 XXXXXX XXX, INC. LLC, a Colorado corporation limited liability company By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx ItsTitle: CFO THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the ____ day of _______________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 20112013, by ____________________________________, as __________________________ of Standard GoldBEHRINGER HARVARD 7000 XXXXXX XXX, Inc.LLC, a Colorado corporationlimited liability company, on behalf of said limited liability company. Notary Public Seller, BEHRINGER HARVARD 7000 XXXXXX XXX, LLC, a Colorado limited liability company ("Seller"), having its principal place of business at Dallas, Texas, in consideration of Ten Dollars ($10.00), receipt of which is hereby acknowledged, does hereby sell, assign, transfer and set over to ____________________, a _________ NOTARY PUBLIC My commission expires: _______________ APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”"Purchaser"), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described belowproperty, to-wit: All of that certain Personal Property as further the furniture, fixtures, equipment, machines, apparatus, supplies and personal property, of every nature and description, and all replacements thereof now owned by Seller and located in or on the real estate described and set forth on Exhibit “A” A attached hereto and made a part hereof and located on Sections 10 and 11 hereof, excepting therefrom any furniture, furnishings, fixtures, business equipment or articles of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property belonging to tenants occupying the improvements situated on said real estate, or otherwise excluded pursuant to Tenant Estoppel Certificates executed by such tenants in connection with the sale and equipment as purchase of the real property and improvements thereon described hereinin that certain Purchase Agreement between Seller and Purchaser dated _______________, for which Seller makes no representations or warranties2013. SELLER MAKES NO WARRANTY OF MERCHANTABILITY, either express or impliedQUALITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE FOREGOING PROPERTY, and Buyer accepts the personal Property in an as in condition, “AND THE SAME IS SOLD IN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. BY EXECUTION OF THIS BXXX OF SALE, AND WITHOUT REPRESENTATIONS PURCHASER AFFIRMS THAT IT HAS NOT RELIED ON SELLER’S SKILL OR WARRANTIESJUDGMENT TO SELECT OR FURNISH THE FOREGOING PROPERTY FOR ANY PARTICULAR PURPOSE, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES THAT SELLER MAKES NO WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A ANY PARTICULAR PURPOSE PURPOSE, AND THAT THE FOREGOING PROPERTY IS BEING SOLD TO PURCHASER WITHOUT REPRESENTATION OR USEWARRANTY OF ANY KIND, DESIGNEXPRESS, CONSTRUCTION, CONDITION IMPLIED OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTSTATUTORY.”

Grantor. STANDARD GOLDSigned, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by sealed and delivered ________________________________ in the presence of: a _____, as __________________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires________________________________ By: _____________________________ APNUnofficial Witness Name: Title: ________________________________ Notary Public My Commission Expires: ________________________________ (The undersigned affirms that no social Security number is contained hereinNOTARIAL SEAL) Recording requested by KNOW ALL MEN BY THESE PRESENTS, THAT US DIVERSIFIED RESIDENTIAL 2, LLC, a Delaware limited liability company and when recordedXxxxxx NC LLC, return to a Delaware limited liability company (collectively, “Seller”), for and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, STANDARD GOLDdoes by these presents BARGAIN AND SELL, INC.unto ______________________________, a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, ______________________________ (“Buyer”) ), its successors and assigns, all of its Seller’s right, title title, and interest interest, if any, in and to the following described personal property (but excluding any business and trade fixtures, furniture, furnishings, decorations, artwork, moveable partitions, machinery, equipment and any other personal property (including, but not limited to the following, whether or not installed so as further described belowto be fixture under applicable law, telephone and other communication systems and equipment, security and alarm systems, computer systems and printers and other computer-related equipment and signage) leased from a third party, or owned by any tenant of the building and located within the space leased to that tenant or in any common areas of the building and used by a tenant in connection with its leased premises), to-wit: All tangible personal property used in connection with the operation of that certain Personal Property as further the real estate described and set forth on in Exhibit “A” , attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 Northincorporated herein by reference, Range 40 Eastincluding, M.D.P.M. It is understood and agreed that the Buyer has inspected the without limitation, all tangible personal property identified on Exhibit A‑1 attached hereto and equipment as described hereinincorporated herein by reference (collectively, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “Personal Property”). BUYER TAKES THE PERSONAL PROPERTY “AS IS, ,” “WHERE IS, ,” AND “WITH ALL FAULTS” AND WITH NO OBLIGATION ON THE PART OF SELLER TO MAKE ANY REPAIRS. SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND WITHOUT REPRESENTATIONS SALE AGREEMENT DATED ____ ___, 2017 BY AND BETWEEN SELLER, XXXXXX NC, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND BUYER (THE “PURCHASE AND SALE AGREEMENT”) AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR WARRANTIESEXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO. EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, EITHER SELLER EXPRESSLY DISCLAIMS AND BUYER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTERCONCERNING THE PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, (i) THE WARRANTIES OF VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PERSONAL PROPERTY, (ii) THE MANNER OR USEQUALITY OF THE CONSTRUCTION OF THE MATERIALS, DESIGNIF ANY, CONSTRUCTIONINCORPORATED INTO THE PERSONAL PROPERTY, CONDITION AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR OTHERWISELACK OF REPAIR OF THE PERSONAL PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, WHETHER EXPRESSED SELLER IS NOT LIABLE OR IMPLIED BOUND IN ANY MANNER BY LAW ANY VERBAL OR FACTWRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT AND ANY OTHER DOCUMENTS EXECUTED AND DELIVERED BY SELLER IN CONNECTION THEREWITH OR EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO. And Seller does hereby warrant that it is the owner thereof, and that the Personal Property is free and clear of any and all claims, liens, charges, security interests and other encumbrances arising by, through or under Seller. This Xxxx of Sale shall be governed by and construed in accordance with the internal laws of the State of Georgia without regard to conflicts of law principles. This Xxxx of Sale shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns. This Xxxx of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.”

Grantor. STANDARD GOLD301 PRODUCTIONS, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Its: CFO STATE OF __________________ COUNTY OF __________________ This instrument was acknowledged before me on ____________, 2011, by ____________________________________, as __________________________ Name: Title: On this ___ day of Standard GoldNovember, Inc.2008, a Colorado corporation. ____________________ who is personally known to me appeared before me in his/her capacity as the ___________________ of _________ (“Grantor”) and executed on behalf of Grantor the Power of Attorney in favor of Voodoo Production Services, L.L.C. to which this Certificate is attached. Notary Public NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, the (“Grantor”) with office located at 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000, have entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). Pursuant to the Security Agreement, the Grantor has conveyed, pledged, assigned and transferred to the Secured Party, and have granted to the Secured Party, a security interest in, (a) the registered patents, applications for registration of patents, and licenses of registered patents listed in Schedule A hereto, (b) the registered trademarks and service marks, applications for registration of trademarks and service marks, and licenses of registered trademarks and service marks listed in Schedule B hereto, together with the goodwill of the business symbolized thereby, (c) all actions for infringement concerning the foregoing, and (d) all receivables arising out of the foregoing, to secure the payment, performance and observance of the Obligations as defined in the Security Agreement. The Commissioner of Patents and Trademarks is requested to record this notice in its records. Dated: November 7, 2008 301 PRODUCTIONS, INC. By: ______________________ NOTARY PUBLIC My commission expiresName: Title: 2006437.2 NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, (the “Grantor”) with office located at 0000 Xxxxxx Xxxxxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and VOODOO PRODUCTION SERVICES, L.L.C. (“Secured Party”) with an address at 0000 X. Xxxxxxx Xx., Xxxxxxx, XX 00000xxxx entered into a Security Agreement dated as of November 7, 2008 (the “Security Agreement”). To secure the Obligations described in the Security Agreement, Grantor grants and pledges to Secured Party a security interest in all of Grantor’s right, title and interest in, to and under all Copyrights, whether now owned by or owing to, or hereafter acquired by or arising in favor of Grantor including without limitation all Copyrights listed on Schedule A, all Products related thereto, and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to xxx for past, present and future infringements, all rights corresponding thereto throughout the world and all re-issues, divisions continuations, renewals, extensions and continuations-in-part thereof. This security interest is granted in conjunction with the security interest granted to Secured Party under the Security Agreement. The rights and remedies of Secured Party with respect to the security interest granted hereby are in addition to those set forth in the Security Agreement, and those which are now or hereafter available to Secured Party as a matter of law or equity. Each right, power and remedy of Secured Party provided for herein or in the Security Agreement, or now or hereafter existing at law or in equity shall be cumulative and concurrent and shall be in addition to every right, power or remedy provided for herein and the exercise by Secured Party of any one or more of the rights, powers or remedies provided for in this Notice and Assignment or the Security Agreement, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by Secured Party, of any or all other rights, powers or remedies. Dated: November 7, 2008 301 PRODUCTIONS, INC. By: ______________________ APNName: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof and located on Sections 10 and 11 of Township 3 North, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or implied, and Buyer accepts the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”Title:

Grantor. STANDARD GOLDDOGWOOD FESTIVAL, INC. a Colorado corporation L.L.C., an Alabama limited liability company By: /s/ Mxxx X. Xxxxx Dogwood Management, Inc., an Alabama corporation, its Manager By: Name: Mxxx X. Xxxxx ItsTitle: CFO STATE OF ALABAMA COUNTY OF MONTGOMERY Personally appeared before me, the undersigned authority in and for the said County and State, on this day of __________, 2014, within my jurisdiction, the within named __________________ COUNTY OF ___, who acknowledged that he/she is _______________ This instrument was acknowledged before me of Dogwood Management, Inc., an Alabama corporation and Manager of Dogwood Festival, L.L.C., a manager-managed Alabama limited liability company, and that for and on ____________behalf of the said limited liability company, 2011and as the act and deed of said corporation as manager of said limited liability company, she executed the above and foregoing instrument, after first having been duly authorized by said corporation and said limited liability company so to do. My commission expires: ____________________________________, as _ NOTARY PUBLIC __________________________ [AFFIX NOTARIAL SEAL] KNOW ALL MEN BY THESE PRESENTS, that Dogwood Festival, L.L.C., an Alabama limited liability company (the "Seller"), for and in consideration of Standard Gold, Inc., a Colorado corporation. the sum of Ten Dollars and other valuable consideration to it in hand paid by _____________________________ NOTARY PUBLIC My commission expires: ____, a ____________________ APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration"Purchaser"), the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfersassigns, assigns transfers and quit claims conveys unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) said Purchaser any and all of its Seller's right, title and interest in and to the following described all tangible personal property as further located upon the land described below: All of that certain Personal Property as further described and set forth on Exhibit “A” in Schedule 1 attached hereto and hereby made a part hereof (the "Land") or within the improvements located thereon, including, without limitation, any and all appliances, furniture, carpeting, tools and supplies, and other items of personal property owned by Seller (excluding cash and any software), located on Sections 10 and 11 used exclusively in connection with the operation of Township 3 Norththe Land and improvements, Range 40 East, M.D.P.M. It is understood and agreed that the Buyer has inspected the but excluding any such property owned by tenants. Said personal property is sold to and equipment as described hereinaccepted by the Purchaser AS IS, for which Seller makes no representations WHERE IS and WITH ALL FAULTS AND DEFECTS, and without warranty of title or warrantiesuse, either and without any other warranty of any kind, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. Notwithstanding anything to the contrary provided herein, Seller's obligations and Buyer accepts the liability hereunder shall be limited as provided in Article IX of that certain Sale Agreement by and between Seller, as seller, and _______________________ , as purchaser, dated ________________, 2011 [NOTE: ADD ANY AMENDMENTS], which Sale Agreement [as so amended] has been assigned to and assumed by Purchaser pursuant to that certain assignment agreement dated as of ___________, 2014. TO HAVE AND TO HOLD all of said personal Property in an as in conditionproperty unto Purchaser, “AS ISits successors and assigns, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTto its own use forever.”

Grantor. STANDARD GOLD, INC. a Colorado corporation By: /s/ Mxxx X. Xxxxx -------------------------------- Name: Mxxx X. Xxxxx Its-------------------------------- Title: CFO STATE OF -------------------------------- ACCEPTED AND AGREED TO BY GRANTEE: ___________________________, a ____________________ COUNTY OF By:____________________________ Its:___________________________ STATE OF TEXAS ss. ss. COUNTY OF ss. ----------------- This instrument was acknowledged before me on this ____ day of _________________, 20112002, by _____________________, _____________________ of _________________, a ______________, on behalf of said ____________________. ------------------------------------------- Notary Public in and for the State of Texas My commission expires: ---------------------- EXHIBIT "C" FORM OF SPECIAL WARRANTY DEED (SOUTH BEND PROPERTY) SPECIAL WARRANTY DEED (SOUTH BEND PROPERTY) THIS INDENTURE WITNESSETH, That ________________________ ("Grantor"), CONVEYS AND SPECIFICALLY WARRANTS to Macfarlan Holdings, Ltd., having a post office address of ____________________________________, as __________________________ (hereinafter "Grantee") for the sum of Standard GoldTen and No/100 Dollars ($10.00) and other valuable consideration, Inc.the receipt and sufficiency of which are hereby acknowledged, a Colorado corporation. ________________the real estate in _____________ NOTARY PUBLIC My commission expires: _______________ APN: County, in the State of Indiana (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”"Subject Property"), hereby conveysdescribed as follows: See Exhibit "A" attached hereto. This conveyance is made, grantsand the Subject Property is, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and subject to the following described personal property as further described below: All of that certain Personal Property as further described items and matters set forth on Exhibit “A” "B" attached hereto and made a part hereof incorporated herein by reference. The warranties of Grantor hereunder are limited to its own acts and located on Sections 10 deeds and 11 those of Township 3 Northpersons claiming by, Range 40 East, M.D.P.M. It is understood through and agreed that the Buyer has inspected the personal property and equipment as described herein, for which Seller makes no representations or warranties, either express or impliedunder Grantor, and Buyer accepts the personal Property not otherwise. Grantor certifies that there is no Indiana gross income tax due or payable in an as in condition, “connection with this conveyance. GRANTEE HEREBY ACKNOWLEDGES AND AGREES BY ITS ACCEPTANCE HEREOF THAT THE PROPERTY IS CONVEYED "AS IS, WHERE IS, " AND IN ITS PRESENT CONDITION WITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SPECIAL WARRANTY DEED, GRANTOR HAS NOT MADE, DOES NOT MAKE AND WITHOUT REPRESENTATIONS OR SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, EITHER PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY KIND APPLICABLE GOVERNMENTAL AUTHORITY OR CHARACTERBODY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES AMERICANS WITH DISABILITIES ACT OF MERCHANTABILITY1990 AND THE REGULATIONS PROMULGATED THEREUNDER; (E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; OR USE(F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. WITHOUT LIMITING THE FOREGOING, DESIGNGRANTOR DOES NOT AND HAS NOT MADE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (as hereinafter defined) ON, CONSTRUCTIONUNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, CONDITION OR OTHERWISECOMPENSATION AND LIABILITY ACT, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE

Grantor. STANDARD GOLDAP WP SERAMONT REIT LLC, INC. a Colorado corporation Delaware limited liability company By: /s/ Mxxx X. Xxxxx AP WP Texas MF LLC, a Delaware limited liability company, its Manager By: _______________ Name: Mxxx X. Xxxxx Its_____________ Title: CFO _______________ Date signed: STATE OF TEXAS § § COUNTY OF _______ § This instrument was acknowledged before me on this ______ day of __________________, 20___, by __________________, _____________________ COUNTY OF of __________________ This instrument was acknowledged before me on __________, a ______________________, 2011, by on behalf of said _____________________. ____________________________________, as ________________ Notary Public in and for the State of Texas Purchase and Sale Agreement B-3 Purchase and Sale Agreement B-4 STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF ___________ of Standard Gold, Inc.§ AP WP SERAMONT REIT LLC, a Colorado corporation. Delaware limited liability company ("Seller"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Seller in hand paid by ___________________, a __________ NOTARY PUBLIC My commission expires: _______________ APN: (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration"Purchaser"), the receipt and sufficiency of which are is hereby acknowledged, STANDARD GOLDhas bargained, INC.sold, a Colorado corporation (“Seller”)delivered and assigned, hereby conveysand by these presents does bargain, grantssell, bargainsdeliver and assign, sellsunto Purchaser all equipment, transfersfixtures, assigns appliances, inventory and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) all of its right, title and interest in and to the following described other tangible personal property as further described below: All of whatever kind or character owned by Seller and attached to or installed or located on or in that certain Personal Property as further real property situated in Tarrant County, Texas, and the improvements situated thereon, such tract of land being described and set forth on Exhibit “A” , attached hereto and made a part hereof for all purposes, including, but not limited to, furniture, furnishings, drapes and located floor coverings, office equipment and supplies, heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking, laundry, communication, electrical, dishwashing, and air conditioning equipment, disposals, window screens, storm windows, recreational equipment, pool equipment, patio furniture, sprinklers, hoses, tools and lawn equipment and the items described on Sections 10 Schedule 1 attached hereto and 11 made a part hereof (collectively, the "Property"). Seller has executed this Xxxx of Township 3 NorthSale and BARGAINED, Range 40 EastSOLD, M.D.P.M. It is understood DELIVERED and agreed that ASSIGNED the Buyer Property and Purchaser has inspected accepted this Xxxx of Sale and purchased the personal property and equipment as described Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF SELLER AND PURCHASER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE TEXAS UNIFORM COMMERCIAL CODE OR ANY OTHER LAW. Subject to the matters set forth herein, Seller does hereby bind itself, its successors and assigns, to forever warrant and defend title to the Property unto Purchaser, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller, but not otherwise. The sale, delivery and assignment of the Property is, however, subject to "Permitted Encumbrances" to which that certain Special Warranty Deed ("Deed") of even date herewith from Seller to Purchaser conveying the tract of land described on Exhibit A hereto is made subject as fully as if and for which Seller makes no representations or warranties, either express or implied, all purposes as if the Property were included and Buyer accepts described in the personal Property in an as in condition, “AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTDeed.”

Grantor. STANDARD GOLD00000 XXXXXX XXXXX FEE OWNER, INC. LLC, a Colorado corporation Delaware limited liability company Witness Signature By: /s/ Mxxx X. Xxxxx 00000 Xxxxxx Xxxxx, XXX, a Delaware limited liability company, its Sole Member Printed Name By: Behringer Harvard Palms of Monterrey, LLC, a Delaware limited liability company, its Managing Member Witness Signature By: Printed Name Name: Mxxx X. Xxxxx ItsTitle: CFO STATE OF __________________ TEXAS § § COUNTY OF __________________ This DALLAS § The foregoing instrument was acknowledged before me on ____________this day of , 201120 , by ____________________________________, as __________________________ of Standard GoldBehringer Harvard Palms of Monterrey, Inc.LLC, a Colorado corporationDelaware limited liability company, the managing member of 15250 Sonoma Drive, LLC, a Delaware limited liability company, the sole member of 00000 Xxxxxx Xxxxx Fee Owner, LLC, a Delaware limited liability company, on behalf of said company. _____________________________ NOTARY PUBLIC He/she is personally known to me. Printed Name: Notary Public in and for the State of Texas My commission expiresCommission Expires: _______________ APNDoc Stamps: Recording Fee: STATE OF FLORIDA § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF XXX § THAT 00000 XXXXXX XXXXX FEE OWNER, LLC, a Delaware limited liability company (The undersigned affirms that no social Security number is contained herein) Recording requested by “Seller”), for and when recorded, return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLDconsideration to Seller in hand paid by XXXXXXXXX FORGE, INC., a Colorado Massachusetts corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, a Nevada limited liability company, (“Buyer”) ), the receipt of which is hereby acknowledged, has Bargained, Sold, Delivered and Assigned, and by these presents does Bargain, Sell, Deliver and Assign, unto Buyer all of its rightequipment, title fixtures, appliances, inventory and interest in and to the following described other personal property as further described below: All of whatever kind or character owned by Seller and attached to or installed or located on or in that certain Personal Property as further real property situated in Xxx County, Florida, and the improvements situated thereon, such tract of land being described and set forth on Exhibit “A” , attached hereto and made a part hereof for all purposes, including, but not limited to, furniture, furnishings, drapes and located on Sections 10 floor coverings, office equipment and 11 supplies, heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking, laundry, communication, electrical, dishwashing, and air conditioning equipment, disposals, window screens, storm windows, recreational equipment, pool equipment, patio furniture, sprinklers, hoses, tools and lawn equipment (collectively, the “Property”). Seller has executed this Xxxx of Township 3 NorthSale and BARGAINED, Range 40 EastSOLD, M.D.P.M. It is understood DELIVERED and agreed ASSIGNED the Property and Buyer has accepted this Xxxx of Sale and purchased the Property AS IS AND WHEREVER LOCATED, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, EXPRESS, IMPLIED, OR STATUTORY, IT BEING THE INTENTION OF SELLER AND BUYER TO EXPRESSLY NEGATE AND EXCLUDE ALL WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY OR BY ANY SAMPLE OR MODEL AND ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE FLORIDA UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, except that the Buyer has inspected foregoing shall not be construed to negate the personal property and equipment as described special warranty of title hereinafter set forth. Subject to the matters set forth herein, Seller does hereby bind itself, its successors and assigns, to forever Warrant and Defend title to the Property unto Buyer, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Seller, but not otherwise. The sale, delivery and assignment of the Property is, however, subject to the matters to which that certain Special Warranty Deed (“Deed”) of even date herewith from Seller to Buyer conveying the tract of land described on Exhibit A hereto is made subject as fully as if and for which Seller makes no representations or warrantiesall purposes as if the Property were included and described in the Deed. EXECUTED by the undersigned to be effective as of , either express or implied20 . 00000 XXXXXX XXXXX FEE OWNER, LLC, a Delaware limited liability company By: 15250 Sonoma Drive, LLC, a Delaware limited liability company, its Sole Member By: Behringer Harvard Palms of Monterrey, LLC, a Delaware limited liability company, its Managing Member By: Name: Title: THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into to be effective as of , 20 (the “Effective Date”) by and between 00000 XXXXXX XXXXX FEE OWNER, LLC, a Delaware limited liability company (“Assignor”), and Buyer accepts the personal Property in an as in conditionXXXXXXXXX FORGE, INC., a Massachusetts corporation (“AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND OR CHARACTER, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONSTRUCTION, CONDITION OR OTHERWISE, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACTAssignee”).”

Grantor. STANDARD GOLDGSL 16/VIF Gillingham, INC. L.P., a Colorado corporation Texas limited partnership By: /s/ Mxxx X. Xxxxx GSL 16/VIF Gillingham GP, LLC, a Delaware limited liability company, its general partner By: GSL 16/VIF Gillingham, LLC, a Delaware limited liability company, its sole member By: GSL Partners Sub Sixteen, L.P., a Texas limited partnership, its Operating Member By: GSL Sub Sixteen GP, Inc., a Texas corporation, its general partner By: Name: Mxxx X. Xxxxx ItsHereunto duly authorized By: CFO VIF Gillingham, LLC, a Delaware limited liability company, its Class A Member By: AEW Value Investors, LP, a Delaware limited partnership, its sole member By: AEW VIF Managers, LLC, a Delaware limited liability company, its general partner By: AEW VIF Investors, Inc., a Delaware corporation, its manager-member By: Name: Hereunto duly authorized STATE OF __________________ § § COUNTY OF __________________ § This instrument was acknowledged ACKNOWLEDGED before me on ____________me, day of , 2011, by ____________________________________, as _____the of , on behalf of said entities. [SEAL] Notary Public, State of Printed Name of Notary Public My Commission Expires: STATE OF § § COUNTY OF § This instrument was ACKNOWLEDGED before me, day of , 2011, by , the of , on behalf of said entities. [SEAL] Notary Public, State of Printed Name of Notary Public My Commission Expires: GRANTEE’S ADDRESS FOR TAX NOTICES: _____________________ of Standard Gold, Inc., a Colorado corporation. _____________________________ NOTARY PUBLIC My commission expires: _____________________ APN: _____________________ ____________________ ____________________ ____________________ ____________________ GSL 16/VIF Gillingham, L.P., a Texas limited partnership (The undersigned affirms that no social Security number is contained herein) Recording requested by and when recorded“Seller”), return to and mail tax bills to: Pure Path Capital Management Company LLC. [●] Attn: [●] FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STANDARD GOLD, INC., a Colorado corporation (“Seller”), hereby conveys, grants, bargains, sells, transfers, assigns transfers and quit claims unto PURE PATH CAPITAL MANAGEMENT COMPANY LLC, delivers to a Nevada limited liability company, (“Buyer”) ), all of its Seller’s right, title and interest in and to the following described fixtures, equipment and personal property as further described below: All of that certain Personal Property as further described and set forth on Exhibit “A” attached hereto and made a part hereof owned by Seller and located on Sections 10 and 11 used in connection with the real property described on Exhibit A (the “Real Property”) attached hereto, if any, including, without limitation, if any, all blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, electric and other lighting fixtures, trees, shrubs, plants, and air conditioning equipment and ventilators, (collectively, the “Personal Property”), but specifically excluding from the Personal Property all property leased by Seller or owned by the tenant or others, if any, to have and to hold the Personal Property unto Buyer, its successors and assigns, forever. Seller hereby represents and warrants to Buyer that Seller has the full right, power and authority to sell the Personal Property and to make and execute this Xxxx of Township 3 NorthSale. Seller hereby agrees to warrant and defend the title to the Personal Property conveyed hereby to Buyer against the lawful claims and demands of all persons claiming by, Range 40 Eastthrough or under Seller, M.D.P.M. It is understood but not otherwise. Except as set forth above and agreed that in the Purchase and Sale Agreement by and between Seller and Buyer has inspected dated as of (the personal property “Purchase Agreement”), Seller grants, bargains, sells, transfers and equipment as described hereindelivers the Personal Property in its “AS IS” condition, for which Seller WITH ALL FAULTS, IF ANY, and makes no representations or warranties, either direct or indirect, oral or written, express or implied, as to title, encumbrances and liens, merchantability, condition or fitness for a particular purpose or any other warranty of any kind, express or implied, all of which representations and warranties are expressly hereby disclaimed and denied. Buyer accepts agrees that the personal Property liability of Seller under this Xxxx of Sale, or under any law applicable to the Personal Property, shall be limited as provided in an Sections 10.2 and 17.8 of the Purchase Agreement. In the event either party hereto brings suit to enforce the terms of this instrument or on account of breach hereof, the party not prevailing in such suit shall pay any and all costs and expenses incurred by the other party in such suit, including, without limitation, court costs and attorneys’ fees. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. The conveyance accomplished hereby shall survive the Closing under the Purchase Agreement. Each party agrees to execute and deliver, but without any obligation to incur any additional liability or expense, any further deliveries and assurances as in conditionmay be reasonably necessary to consummate the transaction contemplated hereby. Executed under seal this day of 2011. SELLER: GSL 16/VIF Gillingham, “AS ISL.P., WHERE ISa Texas limited partnership By: GSL 16/VIF Gillingham GP, WITH ALL FAULTSLLC, AND WITHOUT REPRESENTATIONS OR WARRANTIESa Delaware limited liability company, EITHER EXPRESS OR IMPLIEDits general partner By: GSL 16/VIF Gillingham, OF ANY KIND OR CHARACTERLLC, INCLUDINGa Delaware limited liability company, BUT NOT LIMITED TOits sole member By: GSL Partners Sub Sixteen, THE WARRANTIES OF MERCHANTABILITYL.P., FITNESS FOR a Texas limited partnership, its Operating Member By: GSL Sub Sixteen GP, Inc., a Texas corporation, its general partner By: Name: Hereunto duly authorized By: VIF Gillingham, LLC, a Delaware limited liability company, its Class A PARTICULAR PURPOSE OR USEMember By: AEW Value Investors, DESIGNLP, CONSTRUCTIONa Delaware limited partnership, CONDITION OR OTHERWISEits sole member By: AEW VIF Managers, WHETHER EXPRESSED OR IMPLIED BY LAW OR FACT.”LLC, a Delaware limited liability company, its general partner By: AEW VIF Investors, Inc., a Delaware corporation, its manager-member By: Name: Hereunto duly authorized