Common use of SPECIAL WARRANTY DEED Clause in Contracts

SPECIAL WARRANTY DEED. RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Grantor”), whose address is c/o Resource Real Estate, Inc., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does hereby GRANT, BARGAIN, SELL and CONVEY unto _______________________________, a _______________________________ (“Grantee”), whose address is ________________________________, that certain tract of land situated in Xxxxxx County, Texas, as more fully described on Exhibit A attached hereto and made a part hereof for all purposes, together with (a) all improvements located thereon, (b) all rights, benefits, privileges, easements, tenements, hereditaments and appurtenances there unto belonging or in any wise, pertaining thereto, and (c) all of Grantor’s right, title and interest in and to oil, gas and mineral rights, adjacent strips, xxxxx, xxxxxxx, xxxxx, xxxxxx and rights-of-way (said land, improvements, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests being hereinafter referred to as the “Real Property”). This conveyance is made and accepted subject to all matters set out herein above and in Exhibit B, attached hereto and incorporated herein by reference (“Permitted Exceptions”) but only to the extent the Permitted Exceptions are valid, existing and affect the Real Property. TO HAVE AND TO HOLD the Real Property, together with all rights and appurtenances pertaining thereto, unto Grantee and Grantee’s successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND, all and singular, subject to the Permitted Exceptions, the Real Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. All ad valorem taxes for the year in which the conveyance occurs have been prorated between Grantor and Grantee and Grantee shall be obligated to pay same. GRANTOR: RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company By: RCP Memorial Towers Manager, LLC, its sole member By: ___________________________ Name: Title: STATE OF § § COUNTY OF § This instrument was acknowledged before me on the _____ day of _____________, 2015, by ______________________, the _______________________ of RCP Memorial Towers Manager, LLC, manager of RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. [SEAL] Notary Public in and for the State of My Commission Expires: Exhibit A - Legal Description Exhibit B - Permitted Exceptions THIS XXXX OF SALE AND ASSIGNMENT (the “Assignment”) is made as of _________________, 2015, by RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Seller”) in favor of ___________________, a ________________ (“Buyer”).

SPECIAL WARRANTY DEED. RRE MEMORIAL TOWERS HOLDINGSFor the consideration of Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, XXXXX-HARVARD VENTURES, LLC, a Delaware limited liability company (“Grantor”), whose hereby grants and conveys to MESA COBRE HOLDING CORPORATION, a Delaware corporation, with an address is c/o Resource Real Estateof 000 X. Xxxxxxxx Xx., Inc., 0000 Xxxxxx Xxxxx 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does hereby GRANT, BARGAIN, SELL and CONVEY unto _______________________________, a _______________________________ Xxxxxxx 00000 (“Grantee”), whose address is all of Grantor’s right, title and interest in and to the following real property situated in Pinal County, Arizona, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereof (including water rights) or in anywise appertaining thereto, and together with all buildings and improvements located thereon and any right, title, and interest of Grantor in and to adjacent streets, alleys, strips, gores, and rights of way: SEE EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE SUBJECT TO existing taxes, assessments, liens, encumbrances, covenants, conditions, restrictions, rights of way and easements of record. And Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts by, through and under Grantor herein and no other, subject to the matters above set forth. DATED this _____ day of __________________________________, that certain tract of land situated in Xxxxxx County, Texas, as more fully described on Exhibit A attached hereto and made a part hereof for all purposes, together with (a) all improvements located thereon, (b) all rights, benefits, privileges, easements, tenements, hereditaments and appurtenances there unto belonging or in any wise, pertaining thereto, and (c) all of Grantor’s right, title and interest in and to oil, gas and mineral rights, adjacent strips, xxxxx, xxxxxxx, xxxxx, xxxxxx and rights2023. Xxxxx-of-way (said land, improvements, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests being hereinafter referred to as the “Real Property”). This conveyance is made and accepted subject to all matters set out herein above and in Exhibit B, attached hereto and incorporated herein by reference (“Permitted Exceptions”) but only to the extent the Permitted Exceptions are valid, existing and affect the Real Property. TO HAVE AND TO HOLD the Real Property, together with all rights and appurtenances pertaining thereto, unto Grantee and Grantee’s successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND, all and singular, subject to the Permitted Exceptions, the Real Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. All ad valorem taxes for the year in which the conveyance occurs have been prorated between Grantor and Grantee and Grantee shall be obligated to pay same. GRANTOR: RRE MEMORIAL TOWERS HOLDINGSHarvard Ventures, LLC, a Delaware limited liability company By: RCP Memorial Towers Manager, LEGENDS GP LLC, its sole member an Arizona limited liability company Its: Manager By: ___________________________ NameHARVARD INVESTMENTS, INC., a Nevada corporation Its: TitleManager By: Its: By: Its: STATE OF § § COUNTY OF § This instrument ARIZONA ) ) ss. County of Maricopa ) The foregoing instruments was acknowledged before me on the this _______ day of ______________, 20152023, by ______________________________, the _______________________ of RCP Memorial Towers Manager, LLC, manager of RRE MEMORIAL TOWERS HOLDINGSXxxxx-Harvard Ventures, LLC, a Delaware limited liability company, on behalf of said company. [SEAL] Notary Public in and for the State of My Commission Expires: Exhibit A - Legal Description Exhibit B - Permitted Exceptions THIS XXXX OF SALE AND ASSIGNMENT (the “Assignment”) is made as of _________________, 2015, by RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Seller”) in favor of ___________________, a ________________ (“Buyer”).404 AGREEMENTS ALTA DUE DILIGENCE REPORTS LEASE AGREEMENTS PAD

SPECIAL WARRANTY DEED. RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Grantor”), whose address is c/o Resource Real Estate, Inc., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, for and in consideration of the sum of For Ten and No/100 Dollars ($10.00) paid to Grantor and other good and valuable consideration, the receipt receipt, validity and sufficiency of which are is hereby acknowledged, has GRANTEDSTONERIDGE COMMERCIAL, BARGAINEDL.L.C., SOLD an Arizona limited liability company ("Grantor"), hereby grants and CONVEYED and does hereby GRANT, BARGAIN, SELL and CONVEY unto _______________________________conveys to: STONERIDGE COMMUNITY FACILITIES DISTRICT, a _______________________________ community facilities district duly organized and validly existing pursuant to the laws of the State of Arizona (“GranteeDistrict”), whose address is ________________________________, that certain tract until the first to occur of land situated in Xxxxxx County, Texas, as more fully described on Exhibit A attached hereto and made a part hereof for all purposes, together with the following: (a) all improvements located thereonthe expiration of the Term of that certain Community Center Lease (as defined below) between the Association (as defined below) and the District, or (b) all rights, benefits, privileges, easements, tenements, hereditaments and appurtenances there unto belonging or in any wise, pertaining theretothe date being twenty-one years after the death of the last of the descendants now living of Xxxxxx X. Xxxxxxx (father of U.S. President Xxxx X. Xxxxxxx), and then to STONERIDGE AT PRESCOTT VALLEY COMMUNITY ASSOCIATION, an Arizona non-profit corporation (c) all of Grantor’s right, title and interest in and to oil, gas and mineral rights, adjacent strips, xxxxx, xxxxxxx, xxxxx, xxxxxx and rights-of-way (said land, improvements, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests being hereinafter referred to as the “Real PropertyAssociation”). This conveyance is made and accepted subject to all matters set out herein above and , that real property located in Exhibit BYavapai County, Arizona, legally described on EXHIBIT “A” attached hereto and incorporated herein by reference (“Permitted Exceptions”) but only this reference, and, to the extent the Permitted Exceptions are valid, existing and affect the Real Property. TO HAVE AND TO HOLD the Real Propertyheld by Grantor, together with all rights interests, privileges and appurtenances pertaining theretoeasements appurtenant thereto and any and all improvements located thereon (the "Property"). SUBJECT TO current taxes and assessments, unto Grantee reservations in patents and Grantee’s successors and assigns foreverall easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations, and Grantor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND, all and singular, subject to the Permitted Exceptions, the Real Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming liabilities as may appear of record or to claim which reference is made in the same public record; any and all conditions, easements, encroachments, rights-of-way, restrictions or other matters which a physical inspection, or an accurate ALTA/ACSM survey of the Property would reveal; and the applicable zoning and use regulations of any part thereof bymunicipality, through county, state, or under Grantorthe United States affecting the Property. BY ACCEPTING THIS DEED, but not otherwise. All ad valorem taxes for the year in which the conveyance occurs have been prorated between Grantor and Grantee and Grantee shall be obligated to pay same. GRANTOR: RRE MEMORIAL TOWERS HOLDINGSDISTRICT AND ASSOCIATION (COLLECTIVELY, LLC, a Delaware limited liability company By: RCP Memorial Towers Manager, LLC, its sole member By: ___________________________ Name: Title: STATE OF § § COUNTY OF § This instrument was acknowledged before me on the _____ day of _____________, 2015, by ______________________, the _______________________ of RCP Memorial Towers Manager, LLC, manager of RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. [SEAL] Notary Public in and for the State of My Commission Expires: Exhibit A - Legal Description Exhibit B - Permitted Exceptions THIS XXXX OF SALE AND ASSIGNMENT (the “AssignmentGRANTEES”) is made as of _________________ACKNOWLEDGE AND AGREE THAT GRANTEES ARE TAKING THE PROPERTY IN ITS "AS-IS," and "WHERE-IS" CONDITION, 2015WITH ALL FAULTS, by RRE MEMORIAL TOWERS HOLDINGSWITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER AS TO THE CONDITION OF THE PROPERTY (OTHER THAN AS TO THE CONDITION OF TITLE WHICH IS SEPARATELY ADDRESSED IN THIS DEED). BY WAY OF EXAMPLE AND NOT OF LIMITATION, LLCGRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES, a Delaware limited liability company AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, AS TO (“Seller”i) in favor of ___________________THE CONDITION OF ANY IMPROVEMENTS LOCATED UPON THE PROPERTY, a ________________ (“Buyer”)ii) THE USE OF THE PROPERTY , (iii) THE PHYSICAL CONDITION, ZONING, USE, VALUE, INTENDED USE, OR OTHER CONDITION OF THE PROPERTY, (iv) THE MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY IMPROVEMENTS THEREON OR THERETO, (v) THE CLASSIFICATION OF THE PROPERTY FOR AD VALOREM PURPOSES, (vi) THE SUBSURFACE OF THE PROPERTY AND ALL SOIL, ENGINEERING, ENVIRONMENTAL AND OTHER CONDITIONS AND REQUIREMENTS OF THE PROPERTY AND ANY PERSONAL PROPERTY, (vii) THE PRESENCE OF ANY TOXIC WASTE OR HAZARDOUS MATERIALS ON THE PROPERTY, (viii) THE AVAILABILITY OF WATER AND UTILITIES, (ix) ANY ENCROACHMENTS WHICH WOULD BE DISCLOSED BY EITHER AN INSPECTION OF THE PROPERTY OR A SURVEY, OR OTHER CONDITION OF ANY NEIGHBORING PROPERTY, (x) POTENTIAL FOR FLOODING, AND (xi) SUCH OTHER MATTERS AS MIGHT BE DISCLOSED OR DETERMINED BY AN EXAMINATION OF THE PROPERTY AND INDEPENDENT INQUIRY WITH RESPECT THERETO. THIS WAIVER OF REPRESENTATIONS AND WARRANTIES SHALL SURVIVE RECORDATION OF THIS DEED AND SHALL NOT LAPSE.

SPECIAL WARRANTY DEED. RRE MEMORIAL TOWERS HOLDINGSFor the consideration of Ten Dollars ($10.00) and other valuable considerations, SUCIA SCOTTSDALE, LLC, a Delaware limited liability company (“Grantor”), whose address is c/o Resource Real Estate, Inc., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid hereby conveys to Grantor and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does hereby GRANT, BARGAIN, SELL and CONVEY unto _______________________________, a _______________________________ (“Grantee”), whose address is the following real property situated in Maricopa County, Arizona, together with all rights and privileges appurtenant thereto: See Exhibit A attached hereto and incorporated herein by this reference (the “Property”). SUBJECT only to the Permitted Exceptions, current taxes and assessments, reservations in patents, all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear of record, and all matters which an accurate survey of the Property or a physical inspection of the Property would disclose, all as set forth in Exhibit B attached hereto and incorporated herein by reference. And Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts of Grantor herein and none other, subject to the matters above set forth. DATED this _____ day of ____________, 2010. GRANTOR: SUCIA SCOTTSDALE, LLC, a Delaware limited liability company By:Sucia Scottsdale II, LLC, a Delaware limited liability company, its sole member By:Sucia Holdings, LLC, a Washington limited liability company, its sole member By:Sucia Manager, LLC, a Washington limited liability company, its Manager By:Brothers Company, LLC, a Washington limited liability company, its Manager By: ___________________________________ Name: Xxxxxxx X. Xxxxx Title: Authorized Member STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this ____ day of ____________________, that certain tract of land situated in Xxxxxx County2010, Texasby Xxxxxxx X. Xxxxx, as more fully described on Exhibit A attached hereto and made a part hereof for all purposesAuthorized Member of Brothers Company, together with (a) all improvements located thereon, (b) all rights, benefits, privileges, easements, tenements, hereditaments and appurtenances there unto belonging or in any wise, pertaining thereto, and (c) all of Grantor’s right, title and interest in and to oil, gas and mineral rights, adjacent strips, xxxxx, xxxxxxx, xxxxx, xxxxxx and rights-of-way (said land, improvements, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests being hereinafter referred to as the “Real Property”). This conveyance is made and accepted subject to all matters set out herein above and in Exhibit B, attached hereto and incorporated herein by reference (“Permitted Exceptions”) but only to the extent the Permitted Exceptions are valid, existing and affect the Real Property. TO HAVE AND TO HOLD the Real Property, together with all rights and appurtenances pertaining thereto, unto Grantee and Grantee’s successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND, all and singular, subject to the Permitted ExceptionsLLC, the Real Property unto Grantee and Grantee’s successors and assignsManager of Sucia Manager, against every person whomsoever lawfully claiming or to claim LLC, the same or any part thereof byManager of Sucia Holdings, through or under GrantorLLC, but not otherwise. All ad valorem taxes for the year in which sole member of Sucia Scottsdale II, LLC, the conveyance occurs have been prorated between Grantor and Grantee and Grantee shall be obligated to pay same. GRANTOR: RRE MEMORIAL TOWERS HOLDINGSsole member of SUCIA SCOTTSDALE, LLC, a Delaware limited liability company By(the “Company”) on behalf of the Company. My commission expires: RCP Memorial Towers Manager_________________ THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made as of _____________, 2010 (the “Effective Date”), between SUCIA SCOTTSDALE, LLC, its sole member By: a Delaware limited liability company (the “Assignor”) and ___________________________ Name: Title: STATE OF § § COUNTY OF § This instrument was acknowledged before me on (the _____ day of __“Assignee”). Assignor and Assignee entered into that certain Real Property Purchase and Sale Agreement and Escrow Instructions dated ___________, 20152010 (“Agreement”), by ______________________providing for, among other things, the _______________________ conveyance to Assignee of RCP Memorial Towers Managercertain real property (“Property”), LLC, manager of RRE MEMORIAL TOWERS HOLDINGS, LLC, as more particularly described in the Agreement. Assignor is a Delaware limited liability company, on behalf of said company. [SEAL] Notary Public in and party to a Ground Lease for the State use or occupancy of My Commission Expires: Exhibit A - Legal Description Exhibit B - Permitted Exceptions THIS XXXX OF SALE AND ASSIGNMENT the Property (the “AssignmentGround Lease”) is made as of _________________any corresponding interests in any other contracts, 2015deposits, by RRE MEMORIAL TOWERS HOLDINGSor other information delivered to Seller pursuant to the terms thereof (collectively, LLC, a Delaware limited liability company (“Seller”) in favor of ___________________, a ________________ (“BuyerContracts”)., listed on the attached Schedule 1. Assignor is the holder of various licenses, permits, approvals, various waivers or consents issued by Governmental Authorities (defined in the Agreement) applicable to the Property (collectively, the “Permits”). Assignor desires to transfer, assign, and convey to Assignee all its right, title, and interest in, to, and under the Leases, Contracts and Permits on the following terms and conditions. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

SPECIAL WARRANTY DEED. RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Grantor”), whose address is c/o Resource Real Estate, Inc., 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, for and in For the consideration of the sum of Ten and No/100 Dollars ($10.00) paid to Grantor and other good and valuable considerationconsideration received, TWIN BUTTES RANCH, LLC, an Arizona limited liability company ("Grantor"), does hereby grant and convey to _______________________________("Grantee"), the receipt following described real property (the "Property") situated in Maricopa County, Arizona: SEE EXHIBIT "A" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF TOGETHER WITH all (i) all buildings, structures and sufficiency improvements located on the Property, including, without limitation, all irrigation ditches, gates, valves, pumps, tanks, and xxxxx; (ii) all appurtenances, hereditaments, easements, rights-of-way, reversions, remainders, development rights, well rights, water rights, and air rights; (iii) all oil, gas, and mineral rights not previously reserved; (iv) all plans, specifications, plats, assessments, agreements, reports, studies, and surveys relating to the Property or improvements located thereon, and all warranties applicable thereto; (v) any rights of which Grantor to any adjoining strips or gores of property and any land lying within the bed of any adjoining street, highway, or waterway; and (vi) any other rights or privileges appurtenant to such Property or used in connection therewith. SUBJECT TO: current real property taxes and other assessments; patent reservations; and all easements, rights of way, covenants, conditions, restrictions and other non-financial matters (meaning matters that are not monetary liens or encumbrances) as may appear of record. AND Grantor hereby acknowledgedbinds itself and its successors to warrant and defend the title against all of the acts of Grantor and those claiming by or through Grantor and no other, has GRANTED, BARGAINED, SOLD and CONVEYED and does hereby GRANT, BARGAIN, SELL and CONVEY unto subject to the matters above set forth. DATED: _______________________________, a 20 _____ . TWIN BUTTES RANCH, LLC, an Arizona limited liability company By ______________________________________ XXXXXXX X. XXXXXXXXXX, Manager GRANTOR STATE OF_____________) ) ss. County of _____________) Acknowledged before me this _____day of _______________________20________, by XXXXXXX X. XXXXXXXXXX, Manager of TWIN BUTTES RANCH, LLC, an Arizona limited liability company, for and on behalf of said company. ______________________________ Notary Seal/Stamp ______________________________ Notary Public (“Grantee”the "Property") That certain real property located in Navajo County, Arizona, and more particularly described as follows: All of Sections 19, 20, 21, 23, 25, 26, 27, 29, 30, 31, 33 and 35; Section 18 less the right of way for the railroad; That portion of Sections 7, 9, 1, 15 and 17 lying South and East of the Puerco River; the East half of Section 28; the Northeast quarter and South half of Section 32; and the North half of Section 34, all lying in Township 18 North, Range 23 East of the Gila and Salt River Base and Meridian, Navajo County, Arizona; That portion of Section 13, Township 18 North, Range 23 East of the Gila and Salt River Base and Meridian, Navajo County, Arizona, lying South and East of the Puerco River, All of Sections 1, 12, 13 and 24; and that portion of Section 25 lying North of Highway 180, all lying in Township 17 North, Range 23 East of the Gila and Salt River Base and Meridian, Navajo County, Arizona; All of Sections 1, 3, 5, 7, 8, 9, 10, 11, 13, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 26 and 29; and that portion of Section 30 lying North of Old Highway 180, all lying in Township 17 North, Range 23 East of the Gila and Salt River Base and Meridian, Navajo County, Arizona; and The Northwest quarter of the Northwest quarter of Section 14; and all of Section 24, all lying in Township 18 North, Range 23 East of the Gila and Salt River Base and Meridian, Navajo County, Arizona. Xxxxxx Xxxxxxxxxx ________________________ ________________________ ________________________ Re: Right of first refusal Dear Xxxxxx: This letter shall serve as written notice that Twin Buttes Ranch, LLC, an Arizona limited liability company has decided to sell to a third party its interest in the property described in that certain Warranty Deed recorded as Instrument No. 88-02489. The basic terms of the sale are as follows: (a) the Purchase Price is $_______________, (b) the xxxxxxx money is $_______________________and is due upon execution of the purchase and sale agreement, and (c) the closing is ________________________days following the opening of escrow ("Terms of Sale"). As you know, whose address is pursuant to the Right of First Refusal ("ROFR") contained in that Deed, you have thirty (30) days following receipt of this letter to meet the Terms of Sale. If you intend to meet the Terms of Sale, please let me know immediately and I will prepare a form of purchase and sale agreement. If you exercise the ROFR, then, pursuant to the ROFR, you will be required to meet the Terms of Sale within thirty (30) days following your receipt of this letter, which shall include, without limitation, executing the purchase and sale agreement and depositing into escrow the sum of $____________as an xxxxxxx money deposit. If you do not meet the Terms of Sale within such time period, then the ROFR will expire. If you do not intend to exercise the ROFR, then I would appreciate it if you would sign and return this letter to me indicating your waiver of the ROFR. Signing below confirms your "Refusal" of the ROFR. The foregoing Refusal of the ROFR shall extend to (and may be relied upon by) by any title insurance company or agency issuing title insurance in connection with the Terms of Sale. Sincerely, Xxxxxxx Xxxxxxxxxx ACCEPTED AND AGREED: _________________________ Xxxxxx Xxxxxxxxxx ______________________ [Spouse] When Recorded Return to: XXXXX-XXXXX, LTD. 000 Xxxx Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 NOTICE IS HEREBY GIVEN, that on ____________________________________, that certain tract of land situated in Xxxxxx County20________, Texas, as more fully described on Exhibit A attached hereto and made a part hereof for all purposes, together with (a) all improvements located thereon, (b) all rights, benefits, privileges, easements, tenements, hereditaments and appurtenances there unto belonging or in any wise, pertaining thereto, and (c) all of Grantor’s right, title and interest in and to oil, gas and mineral rights, adjacent strips, xxxxx, xxxxxxx, xxxxx, xxxxxx and rights-of-way (said land, improvements, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests being hereinafter referred to as the “Real Property”). This conveyance is made and accepted subject to all matters set out herein above and in Exhibit B, attached hereto and incorporated herein by reference (“Permitted Exceptions”) but only to the extent the Permitted Exceptions are valid, existing and affect the Real Property. TO HAVE AND TO HOLD the Real Property, together with all rights and appurtenances pertaining thereto, unto Grantee and Grantee’s successors and assigns forever, and Grantor does hereby bind itself and its successors and assigns to WARRANT and FOREVER DEFEND, all and singular, subject to the Permitted Exceptions, the Real Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. All ad valorem taxes for the year in which the conveyance occurs have been prorated between Grantor and Grantee and Grantee shall be obligated to pay same. GRANTOR: RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company By: RCP Memorial Towers Manager, LLC, its sole member By: ___________________________ Name: Title: STATE OF § § COUNTY OF § This instrument was acknowledged before me on the _____ day of _("Optionor") and ___________________________("Optionee") entered into that certain Option Agreement ("Option Agreement"), 2015whereby Optionor granted to Optionee an option to purchase and acquire that certain real property more particularly described on Exhibit "A" attached hereto and by this reference incorporated herein ("Property"). The purpose of this Memorandum of Option Agreement is to give constructive notice to all persons dealing with the Property that Optionor and Optionee consider the Option Agreement to be a binding agreement regarding the Property, and that such Option Agreement shall continue in full force and effect unt:1 the earlier to occur of (i) termination of the Option Agreement; or (ii) written notice of termination of the Option Agreement, as executed by Optionor and Optionee, is recorded In the office of the Navajo County Recorder, State of Arizona. This Memorandum of Option Agreement is not a complete summary of the Option Agreement. The provisions in this Memorandum of Option Agreement shall not be used in interpreting the Option Agreement. In the event of any conflict between the terms and provisions of this Memorandum of Option Agreement and the Option Agreement, the terms and provisions of the Option Agreement shall govern and control. DATED this __________day of _____________________________, the 20___. STATE OF_____________) ) ss. County of _____________) The foregoing instrument was acknowledged before me this _____________day of _________________, 20______by ________________, _____________of _______________________ of RCP Memorial Towers Manager, LLC, manager of RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company, on behalf of said company. [SEAL] Notary Public in and for the State of My Commission Expires: Exhibit A - Legal Description Exhibit B - Permitted Exceptions THIS XXXX OF SALE AND ASSIGNMENT (the “Assignment”) is made as of _________________, 2015, by RRE MEMORIAL TOWERS HOLDINGS, LLC, a Delaware limited liability company (“Seller”) in favor of ___________________, a who acknowledged that he/she executed the foregoing instrument on behalf of said ________________ (“Buyer”)_________________.