Common use of IN TESTIMONY WHEREOF Clause in Contracts

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal each party has executed this ____ day Assignment by its proper officers thereunto duly authorized. Trident Microsystems, Inc. Name: Title: Date: State of ____________, at _____________, ___________________ ) ) ss. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared County of ____________, a ______________ corporation) On this day of , by 20 before me personally appeared the foregoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the purposes therein set forth. Notary Public, (seal) __________________ County, State of ________________ My Commission Expires:___________________________ Entropic Communications, Inc. Name: Title: Date: State of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ___________________ ) ) ss. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form County of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated _________________ between ) On this day of , 20 before me personally appeared the Borrowerforegoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the purposes therein set forth. Notary Public, (seal) __________________County, State of ________________ My Commission Expires:___________________________ (the "Landlord[s]"), covering certain premises located at [_____________________] Name: Title: Date: State of ___________________ ) ) ss. County of _________________ ) On this day of , 20 before me personally appeared the foregoing individual, who executed the foregoing instrument and who acknowledged to me that he/she executed the same of his/her own free will for the purposes therein set forth. Notary Public, (seal) __________________County, State of ________________ My Commission Expires:___________________________ EXHIBIT J BID PROCEDURES BIDDING PROCEDURES Set forth below are the bidding procedures (the "Premises"“Bidding Procedures”) as more fully described on Exhibit A(1) attached hereto to be employed in connection with the sale of certain tangible and intangible assets related to the set-top box business (the "Lease"“Purchased Assets’”) of the Debtors and of each of the Debtors’ subsidiaries that owns Purchased Assets (the “Subsidiaries”, and together with the Debtors, the “Sellers”), in connection with the jointly administered chapter 11 cases pending in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), lead case number [12-10069 (CSS)]. The Sellers entered into that certain asset purchase agreement, dated January 3, 2012 between the Sellers on the one hand and Entropic Communications, Inc. (the “Stalking Horse Purchaser”), pursuant to which the Stalking Horse Purchaser shall acquire the Purchased Assets on the terms and conditions specified therein (together with the schedules and related documents thereto, the “Stalking Horse Agreement”). The undersigned sale transaction pursuant to the Stalking Horse Agreement is subject to competitive bidding as set forth herein. Capitalized terms used herein and not otherwise defined shall have the mortgagee under a mortgage between meanings set forth in the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:Stalking Horse Agreement.

IN TESTIMONY WHEREOF. I have hereunto subscribed my name name, and affixed my official seal seal, this ____ 30th day of May, 1991. s/s Xxxx X. Xxxxxxx ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporationNotary Public My Commission Expires: 4/22/92 TENANT - Individual: STATE OF COUNTY OF BEFORE ME, who acknowledged that (s)he did sign the foregoing instrument on behalf of a Notary Public in and for said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOFCounty, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, personally appeared ___________________________ known to me to be the person(s) who executed the foregoing instrument in its capacity as Landlord, signed the same, and acknowledged to me that (s)he did so sign said instrument in the name and that the same is his/her free act and deed. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form IN TESTIMONY WIIEREOF, I have hereunto subscribed my name, and afflxed my official seal this day of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated 19_. _______________________________ between the BorrowerNotary Public My Commission Expires: TENANT - Partnership: STATE OF FLORIDA COUNTY OF PINELLAS BEFORE ME, a Notary Public in and for said County, personally appeared Xxxx X. Xxxxxxxx and _______________________ (known to me to be the "Landlord[s]")person(s) and who, covering certain premises located at as President and ____________________, respectively , of Datalinc-I, Ltd., the partnership which executed the foregoing instrument in its capacity as Tenant, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said partnership, that the same is their free act and deed and they were duly authorized thereunto by the partnership. IN TESTIMONY WHEREOF, I have subscribed my name, and affixed my official seal, this 8th day of May, 1991. s/s Xxxxx X. Xxxxxxxxx _______________________________ (Notary Public My Commission Expires: Notary Public, State of Florida at Large My Commission Expires June 1, 1991 TENANT - Corporation: STATE OF COUNTY OF BEFORE ME, a Notary Public in and for said County, personally appeared __________________ and __________________ known to me to be the "Premises"person(s) who, as more fully described on Exhibit A(1) attached hereto (___________________ and ___________________, respectively, of the "Lease")corporation which executed the foregoing instrument in its capacity as Tenant, signed the same, and acknowledged to me that they did so sign said Instrument In the name and upon behalf of said corporation as officers of said corporation. The undersigned that the same Is their free act and deed as such officers, respectively, and they were duly authorized thereunto by its board of directors; and that the seal affixed to said instrument is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee corporate seal of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:said corporation.

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal at New York, New York this _____ day of ______________, at 19___. ----------------------------------------- Notary Public LESSEE'S AGREEMENT The undersigned, as Lessee under the lease herein described, does hereby accept and agree to the terms of the foregoing Subordination, which shall inure to the benefit of and be binding upon the undersigned and the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. By: --------------------------------------- ACKNOWLEDGMENTS INDIVIDUAL STATE OF ) ) SS: COUNTY OF ) On this _____ day of _____________, 19__, before me personally appeared ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public _ to me personally known to be the person described in and for said Countywho executed the foregoing instrument, personally appeared ____________, a ______________ corporation, by the _____and acknowledged that ____________________ of such corporation, who acknowledged that (s)he did sign executed the foregoing instrument on behalf of said corporation and that said instrument is the voluntary same as their free act and deed of said corporation and his/her voluntary act and deed as such officer of said corporationdeed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal ----------------------------------------- Notary Public My commission expires: ----------------------------------------- CORPORATE STATE OF ) ) SS: COUNTY OF ) On this _____ day of _____________, at ___________19__, before me, personally appeared ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One_ to me personally known, NA 0 Xxxx Xxx Xxxxx Xxxxxxxwho, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.being by me duly sworn, INC., a Minnesota corporation ("Borrower"), did say he is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _of ________________ (and that the "Premises") as more fully described on Exhibit A(1) attached hereto (seal affixed to the "Lease"). The undersigned foregoing instrument is the mortgagee under a mortgage between corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and acknowledged said instrument to be the Landlord[s] free act and deed of said corporation. ----------------------------------------- Notary Public My commission expires: ----------------------------------------- PARTNERSHIP STATE OF ) ) SS: COUNTY OF ) In ________________ County in said station on the _____ day of _____________, 19__, before me personally appeared ________________ as general partner of ________________ PARTNERSHIP, to be known and known by me to be the party executing the foregoing and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank Oneacknowledged said instrument by him executed to be his free act and deed, NAand his free act and deed in his capacities as aforesaid, as contractual representative for the Lenders (the "Agent") and the Agent free act and the Lenders require, among other things, that Borrower grant liens in favor deed of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral")________________ PARTNERSHIP. By its signature below, the undersigned agrees that:----------------------------------------- Notary Public My commission expires: -----------------------------------------

IN TESTIMONY WHEREOF. I have hereunto subscribed set my name hand and affixed my official seal at my office in said County and State the day and year last above written. ................................................................. STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this __________ day of ____________, at _____________, 199_, before me,________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me___, a Notary Public in duly commissioned, qualified and acting within and for said CountyCounty and State, personally appeared __________________ and _________________, to me personally well known, who stated that they were a ______________________ and __________________, respectively, of BANKERS TRUST COMPANY, a corporation, by and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. On the _______ day of ________________, 199_, before me personally came _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________to me known, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank Onewho, NA 0 Xxxx Xxx Xxxxx Xxxxxxxbeing by me duly sworn, XX 00000 Attention: Xxxxx Xxxxxx Ladies did depose and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under say that certain lease dated ____________ between the Borrower, and she resides _________________________; that she is a ______________ (of BANKERS TRUST COMPANY, one of the "Landlord[s]")corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, covering certain premises located at and that she signed her name thereto by like authority. On the ______ day of ______________, 199_, before me appeared ___________, to me personally known, who, being by me duly sworn, did say that she is a ________________ (of BANKERS TRUST COMPANY, and that the "Premises") as more fully described on Exhibit A(1) attached hereto (seal affixed to the "Lease"). The undersigned foregoing instrument is the mortgagee under a mortgage between the Landlord[s] corporate seal of said corporation, and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee that said instrument was signed and sealed in behalf of the Premises. Borrower has certain said corporation by authority of its assets located on Board of Directors, and she acknowledged said instrument to be the Premises. Borrower has entered into certain financing arrangements with a group free act and deed of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:said corporation.

IN TESTIMONY WHEREOF. I the parties hereto have hereunto subscribed my name signed and affixed my official seal executed and acknowledged this instrument as their free and voluntary acts, in triplicate originals, in the presence of the undersigned competent witnesses, on the ______ day of _______________, at 20 ____. WITNESSES: DONOR: _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at Name ______________________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowACCEPTED BY DONEE: DEPARTMENT OF TRANSPORTATION AND DEVELOPMENT OF THE STATE OF LOUISIANA ______________________________ ______________________________ XXXXXXX XXXXXXX RIGHT OF WAY ADMINISTRATOR ______________________________ AFFIDAVIT OF DONOR STATE OF LOUISIANA: PARISH OF ________: BEFORE ME, the undersigned agrees that:authority, duly qualified in and for the aforesaid Parish and State, personally came and appeared ____________________, of the full age of majority and personally known to me, Notary, who, by me having been duly sworn, declared and acknowledged that she/he signed this instrument on the date thereof for the object and purpose therein expressed, and she/he acknowledged the same as her/his voluntary act and deed. IN FAITH WHEREOF, Xxxxxxxx executed this acknowledgement in the Parish of __________, State of Louisiana on this _______ day of __________________, 20____, in the presence of the undersigned subscribing witnesses and me, Notary. WITNESSES: ____________________________ ____________________________ DONOR ____________________________ _____________________________ NOTARY PUBLIC PRINTED NAME_________________ BAR ROLL/NOTARY ID NO._______ COMMISSION EXPIRES____________ AFFIDAVIT OF DONEE STATE OF LOUISIANA: PARISH OF ________: BEFORE ME, the undersigned authority, xxxx qualified in and for the aforesaid Parish and State, personally came and appeared XXXXXXX XXXXXXX, of the full age of majority and personally known to me, Notary, who, by me having been duly sworn, declared and acknowledged that he signed this instrument on the date thereof for the object and purposed therein expressed, and he acknowledged the same as his voluntary act and deed. IN FAITH WHEREOF, Xxxxxxxx executed this acknowledgement in the Parish of __________, State of Louisiana on this _______ day of __________________, 20____, in the presence of the undersigned subscribing witnesses and me, Notary. WITNESSES: DEPARTMENT OF TRANSPORTATION AND DEVELOPMENT OF THE STATE OF LOUISIANA ______________________________ ______________________________ XXXXXXX XXXXXXX RIGHT OF WAY ADMINISTRATOR ______________________________ _____________________________ NOTARY PUBLIC PRINTED NAME_________________ BAR ROLL/NOTARY ID NO._______ COMMISSION EXPIRES____________ Project Caption: Parcel(s) No.: Owner: DONATION CERTIFICATION I have been informed of the acquisition process and hereby certify I waive the following right(s) in connection with the acquisition of my property for the captioned project: Check the boxes which apply: To have the acquiring agency appraise my property. To receive payment of the established Just Compensation Amount for the acquisition of said property. Owner Name Date

IN TESTIMONY WHEREOF. I the Assignor and Assignee have hereunto subscribed my name caused this Assignment to be signed and affixed my official seal executed by the undersigned officers thereunto duly authorized this ____ 23rd day of September 1998. "ASSIGNOR" INTERNATIONAL SOFTWARE SOLUTIONS LIMITED PARTNERSHIP By: International Software Solutions, Inc., its general partner By: ----------------------------------- Name: --------------------------------- Title: --------------------------------- "ASSIGNEE" PEREGRINE SYSTEMS, INC. By: ----------------------------------- Name: --------------------------------- Title: --------------------------------- [COPYRIGHT ASSIGNMENT SIGNATURE PAGES] STATE OF ____________, at ) ) SS. COUNTY OF __________) On this ____ day of September, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me1998, a Notary Public in and for said County, personally there appeared ____________, a __before me ____________ corporation___, by personally known to me, who acknowledged that he signed the foregoing Assignment as his voluntary act and deed on behalf and with full authority of _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- -------------------------------- Notary Public My Commission Expires:] (Notarial SealSTATE OF ___________) EXHIBIT A-2 To Security Agreement Form ) SS. COUNTY OF __________) On this ___ day of Mortgagee Agreement Bank OneSeptember, NA 0 Xxxx Xxx Xxxxx Xxxxxxx1998, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated there appeared before me ____________ between ___, personally known to me, who acknowledged that he signed the Borrower, foregoing Assignment as his voluntary act and deed on behalf and with full authority of ____________________ (the "Landlord[s]"), covering certain premises located at _________________ _. -------------------------------- Notary Public EXHIBIT A Name: Remote Services Management (R.S.M.) (formerly PolyPM/2) Edition: Advanced and Professional Current version distributed--4.2 A2 Delivery on 1 CD-ROM All documentation on-line Description: Multi platform graphical remote control with file transfer capabilities Components: Manager--Administers the "Premises"remote workstations (Clients) as more fully described Client--Installed on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] each workstation to be controlled Manager Gateway--Allow Managers and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") Clients to share network communications devices Client Gateway--Allow Managers and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:Clients to share network communications devices

IN TESTIMONY WHEREOF. I have hereunto subscribed my The Town of Nags Head has caused this instrument to be executed in its name and behalf by its Mayor, attested by the Town Clerk and its seal affixed my official seal this ____ hereto, all as of the act and deed of its Board of Commissioners, pursuant to a resolution adopted on the 2nd day of June, 2004, and Cellco Partnership has caused this instrument to be executed in its name and on behalf of the Partnership, at the day and year first above written. TOWN OF NAGS HEAD, NORTH CAROLINA By:____________________________________(SEAL) Name: Xxxxxx Xxxxxx Its: Mayor Tax ID No.: 00-0000000 Attest: ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporationXxxxxxx X. Xxxxxx, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and hisTown Clerk CELLCO PARTNERSHIP D/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, B/A VERIZON WIRELESS By:________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower______( SEAL) Name: Xxxxx X. Xxxxxxxxx Title: Area Vice President – Network, and Northeast Area [Seal] Date: ________________________________ (the "Landlord[s]"), covering certain premises located at Attest: ________________________________ (Name: Title: STATE OF NORTH CAROLINA COUNTY OF DARE I, ______________________________, a Notary Public of the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned County and State aforesaid, certify that Xxxxxxx X. Xxxxxx personally came before me this day and acknowledged that she is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee Town Clerk of the Premises. Borrower has certain Town of its assets located on the Premises. Borrower has entered into certain financing arrangements with Nags Head, a group of lenders ("Lenders") including Bank OneNorth Carolina municipal corporation, NA, and that by authority duly given and as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor act of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowTown, the undersigned agrees forgoing instrument was signed in its name by its Mayor, sealed with its corporate seal and attested by herself as its Town Clerk. Witness my hand and official stamp or seal, this ________ day of __________________, 2004. _____________________________________________ Notary Public My Commission Expires: _______________________ [NOTARY SEAL] COMMONWEALTH OF VIRGINIA CITY/COUNTY OF ___________________ I, ______________________________, a Notary Public for said City/County and State, do hereby certify that:, ___________________________________________________________________, personally appeared before me this day and acknowledged that he is Area Vice President – Network, Northeast Area of Cellco Partnership d/b/a Verizon Wireless, and that be authority given and as an act of the partnership, the foregoing instrument was signed in its name by its Area Vice President – Network, Northeast Area. Witness my hand and official seal, this ________ day of __________________, 2004. _____________________________________________ Notary Public My Commission Expires: _______________________ [NOTARY SEAL]

IN TESTIMONY WHEREOF. I have hereunto subscribed the Grantor has caused this Special Warranty Deed to be executed by its duly authorized representative. GRANTOR: ELMAN ALEXANDRIA ASSOCIATES, L.P., a Delaware xxxxxed partnership By: Elman Investors, Inc., a Delaware corporation By: Lee M. Elman President ________________________) ________________________) ________________________) to wit: I, ____________________, a Notary Public in and for the jurisdiction aforesaid, do hereby certify that ________________________, who is personally well known to me (or satisfactorily proven to me) as the person named in the foregoing Deed, personally appeared before me in the aforesaid jurisdiction and acknowledged himself to be the President of ELMAN INVESTORS, INC., general partner of ELMAN ALEXANDRIA ASSOCIATEX, X.P., a Delaware limited partnership, axx xxxx xx, xx xuch President, being authorized so to do, executed the foregoing Deed for the purposes therein contained by signing, in my presence, the name of the Company by himself as the president of the corporate general partner. GIVEN under my hand and affixed my official seal this ____ day of ____________, at _____________, 2003. ________________. ----------------------------------------- ________________ Notary Public My Commission Expires:] commission expires:____________ [NOTARY SEAL] EXHIBIT A TO DEED LEGAL DESCRIPTION EXHIBIT F FORM OF LEASE ASSIGNMENT ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (Notarial Sealthe "Assignment and Assumption") [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before meis made effective as of _______________, 2003, by and between ELMAN ALEXANDRIA ASSOCIATES, L.P., a Notary Public in Delaware limited partnership (txx "Xxxxxxxx"), and for said County, personally appeared ________________________________, a ______________ corporation, by the _____________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("BorrowerAssignee"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:.

IN TESTIMONY WHEREOF. I the Lessor and Lessee have hereunto subscribed my name and affixed my official seal executed this ____ Lease Agreement on this the 1st day of ____________November, at _____________1993. CHROMATEX, ________________INC. ----------------------------------------- Notary Public My Commission Expires:] By: (Notarial SealSignature of Xxxxxx X. Xxxxxxxxxxx) [ACKNOWLEDGMENT LESSOR XXXX, INC. By: (CORPORATESignature of Xxxxxxxx X. Xxxxx) VP & CFO LESSEE STATE OF ) ------------------------ )SS NORTH CAROLINA COUNTY OF ) ----------------------- MECKLENBURG Before me, Xxxxxxxx X. Xxxxxxxxx, a Notary Public in and for said Countythe State and County aforesaid, personally appeared ____________Xxxxxx X. Xxxxxxxxxxx, with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged himself to be the Executive Vice President of Chromatex, Inc., the within named bargainor, a ______________ corporation, by the _________________________ of and that he as such corporationExecutive Vice President, who acknowledged that (s)he did sign being duly authorized so to do, executed the foregoing instrument on behalf for the purposes therein contained, by signing the name of said the corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed by himself as such officer of said corporationExecutive Vice President. IN TESTIMONY WHEREOFWITNESS my hand and seal at office, I have hereunto subscribed my name and affixed my official seal on this ____ the 1st day of ____________November, at _____________, ________________1993. ----------------------------------------- Xxxxxxxx X. Xxxxxxxxx Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One: 00/0/00 XXXXX XX XXXXX XXXXXXXX XXXXXX XX XXXXXXXXXXX Before me, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC.Xxxxxxxx X. Xxxxxxxxx, a Minnesota corporation Notary Public in and for the State and County aforesaid, personally appeared Xxxxxxxx X. Xxxxx, with whom I am personally acquainted ("Borrower"or proved to me on the basis of satisfactory evidence), is and who, upon oath, acknowledged himself to be the lessee under that certain lease dated ____________ between Vice President & CFO of Xxxx, Inc., the Borrowerwithin named bargainor, a corporation, and ____________________ (that he as such Vice President & CFO, being duly authorized so to do, executed the "Landlord[s]")foregoing instrument for the purposes therein contained, covering certain premises located at _________________ (by signing the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee name of the Premisescorporation by himself as such Vice President & CFO. Borrower has certain WITNESS my hand and seal at office, on this the 1st day of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank OneNovember, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:1993.

IN TESTIMONY WHEREOF. the Grantor has caused this Deed to be duly executed on its behalf by its duly authorized . GRANTOR: WITNESS: , a By: State of Maryland Xxxxxxxxxx County, to-wit: I have hereunto subscribed my name and affixed my official seal this hereby certify that on _____ day of ____________June, at _____________1998, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before before me, a Notary Public in and for said Countynotary public of the State of Maryland, personally appeared ____________who acknowledged himself to be the of the Grantor corporation, and that he, as such , being authorized so to do, executed the foregoing Deed for the purposes therein contained by signing, in my presence, the name of the corporation by himself as President, and certified that this conveyance is not part of a transaction in which there is a sale, lease, exchange or other transfer of all or substantially all of the property and assets of the Grantor corporation. Witness my hand and notarial seal. Notary Public THIS IS TO CERTIFY that the within instrument was prepared by or under the supervision of the undersigned, an attorney duly admitted to practice before the Court of Appeals of Maryland. , attorney AFTER RECORDATION, PLEASE RETURN TO: Xxxxxx X. Xxxx, Paralegal XXXXX, EARLY & XXXXXX, CHTD. 0 Xxxxxxxx Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxx 00000 000-000-0000 [File No. 63613.001/JAH] CLERK'S INDEX SHEET (For the purpose of proper indexing only) Pursuant to the provisions and requirements of Section 3-501 of Subtitle 5, Real Property Article, Annotated Code of Maryland (1981 Repl. Vol.), the following additional information is declared by the parties hereto to be contained within this instrument: TYPE OF INSTRUMENT: DEED GRANTOR: , a ______________ corporationcorporation 0 Xxxx Xxxxx Rockville, by Maryland 20850-5310 GRANTEE: , a c/o Berkeley Investments, Inc. 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 CONSIDERATION: $ TAX ID NUMBER: 00-000-00000000 PROPERTY ADDRESS: 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Maryland 20850-3204 TITLE INSURER: Lawyers Title Insurance Corporation CLERK: After recording, please see that the _________________________ original of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporationreturned to: Xxxxxx X. Xxxx, Paralegal Xxxxx, Early & Xxxxxx, Chtd. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.Xxxxx 000 Xxxxxxxx, INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:Xxxxxxxx 00000 EXHIBIT A PERMITTED EXCEPTIONS

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, _________________ at , . ----------------------------------------- Notary Public My Commission Expires:] : (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS ) SS. COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared _________________________, a ______________ corporation_______, by the of such _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation _________________ and that said instrument is the voluntary act and deed of said corporation ______________ and his/her voluntary act and deed as such officer of said corporation______________. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this day of , ____ day of ____________at , at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] : (Notarial Seal) EXHIBIT A-2 “A” to Landlord Agreement (attached hereto) 2 To Security Agreement include legal description of the premises EXHIBIT “D” Form of Mortgagee Third Party Agreement Bank One3 To: JPMORGAN CHASE BANK, NA 0 NATIONAL ASSOCIATION, as Agent 2000 Xxxx Xxx Xxxxx XxxxxxxXxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG9th Floor Dallas, Texas 75201 Attention of Region Manager Telecopy No. (000) 000-CHEM EQUIPMENT CO.0000 [Name of Entity], INC.[Type of Entity], a Minnesota corporation ("Borrower"“Grantor”), is the lessee under that now does or hereafter may have certain lease dated ____________ between the Borrowerof its merchandise, and _____inventory, or other of its personal property for processing, storage, consignment, engineering, evaluation or repairs, located at _______________ (the "Landlord[s]"), covering certain premises located at _________________ (“Premises”) owned or leased by the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease")undersigned. The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower Grantor has entered into that certain financing arrangements with a group Amended and Restated Security Agreement dated as of lenders March 16, 2011 by and among Tesoro Corporation ("Lenders") including Bank Onethe “Company”), NAcertain subsidiaries of the Company and JPMorgan Chase Bank, National Association, as contractual representative for the Lenders Agent (the "“Agent"”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) to secure the obligations of the Company under that certain Fifth Amended and Restated Credit Agreement dated as of March 16, 2011 by and among the Company, the lending institutions from time to time parties thereto as Lenders and as LC Issuers (collectively, the “Lenders”) and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein but not defined herein or in the Security Agreement shall have the meanings ascribed thereto in the Credit Agreement. In order to induce the Agent and the Lenders require(together with their respective agents, among successors and assigns) to continue such financing arrangements, and for other thingsgood and valuable consideration, that Borrower grant liens in favor the receipt and sufficiency of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowwhich are hereby acknowledged, the undersigned hereby certifies and agrees that:

IN TESTIMONY WHEREOF. I the above named Landlord and the above named Tenant have hereunto subscribed my name executed this and affixed my official seal three (3) other original instruments of identical year and date, on the day and year set forth on page 1 of this ____ day of ____________Lease. LANDLORD: Belz Xxxco L.P. BY: BELZ XXXESTCO, L.P., General Partner BY: URCO, INC., General Partner By: /s/ Morrxx X. Xxxxxx --------------------------------------- Morrxx X. Xxxxxx, Xxce President By: /s/ Irvix X. Xxxxx --------------------------------------- Irvix X. Xxxxx, Xxce President TENANT: Back Yard Burgers, Inc. By: /s/Lattxx Xxxxxxx --------------------------------------- Lattxx Xxxxxxx, XXO Exhibits: A. Site Plan and/or Floor Plan B. General Lease Provisions C. Construction Exhibit (if applicable) Lease Agreement between Belz Xxxco L.P. and Back Yard Burgers, Inc. for 1657 Xxxxxx Xxxx Xxxxx North at _____________, ________________space number 103-106. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS TENNESSEE COUNTY OF ) ----------------------- SHELBY Before me, a Notary Public in of the State and for said CountyCounty aforesaid, personally appeared ____________MORRXX X. XXXXXX XXX IRVIX X. XXXXX, XXCE PRESIDENTS, respectively of URCO, INC., a ______________ Tennessee corporation, said corporation is the general partner of BELZ XXXESTCO L.P., a Tennessee limited partnership, the general of BELZ XXXCO L.P., A Tennessee limited partnership, with whom I am personally acquainted, and who, upon oath acknowledged that they are the VICE PRESIDENTS, respectively, of URCO, INC., General Partner, of BELZ XXXESTCO L.P., the general partner of BELZ XXXO L.P., and that they as such VICE PRESIDENTS, respectively, executed the foregoing instrument for the purpose therein contained by signing the name of such partnerships by such corporation, by the _________________________ themselves as VICE PRESIDENTS, respectively, of such corporation. WITNESS my hand and Notarial Seal, who acknowledged that (s)he did sign at office in Memphis, Tennessee, this, the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ 12th day of ____________November, at _____________, ________________1999. ----------------------------------------- /s/ Dawnxxx Xxxxxxx ------------------------------------- Notary Public My Commission Expires:] : 2/13/02 STATE OF Tennessee COUNTY OF Shelby Before me, a Notary Public of the State and County aforesaid, personally appeared LATTXX XXXXXXX xxxh whom I am personally acquainted, (Notarial Sealor proved to me on the basis of satisfactory evidence) EXHIBIT A-2 To Security Agreement Form and who, upon oath, acknowledge himself to be the CEO of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.BACK YARD BURGERS, INC., the within named bargainor, a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the BorrowerDelaware corporation, and ____________________ (that he executed the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative foregoing instrument for the Lenders (purposes therein contained by signing the "Agent") and the Agent and the Lenders requirename of such corporation by himself as such PRESIDENT. Witness my hand, among other thingsat office, that Borrower grant liens in favor this 12th day of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral")November, 1999. By its signature below, the undersigned agrees that:/s/ Dixix XxXxxxxxx ------------------------------------- Notary Public My Commission Expires: 3/14/00 TABLE OF CONTENTS TO EXHIBIT B TO INDUSTRIAL LEASE AGREEMENT

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this _________ day of _________, 20___, at _____________, . ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of Notary Public Print Name: ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at My Commission Expires: ____________________ EXHIBIT F FORM OF ENERGIZE DELAWARE ASSIGNMENT OF ENERGY ASSESSMENT LIEN Tax Parcel No: __________________ Prepared by and return to: _______________________________ _______________________________ _______________________________ ASSIGNMENT OF ENERGY ASSESSMENT LIEN KNOW ALL PERSONS BY THESE PRESENTS, that the SUSTAINABLE ENERGY UTILITY, INC., a non-profit corporation created by Delaware statute, d/b/a Energize Delaware (“Energize Delaware”), as duly authorized pursuant to 29 Del. C. § 8061 (d)(7)b., for One Dollar ($1.00) and other valuable consideration paid to Energize Delaware on behalf of [LENDER NAME] (“Assignee”), the receipt of which is hereby acknowledged, hereby quit-claims, grants, bargains, sells, conveys, assigns, transfers and sets over unto Assignee, without warranty covenants and without recourse, Energize Delaware’s right, title and interest in and to that certain benefit assessment lien levied by __________________ County, a body corporate and politic of the State of Delaware (the "Premises"“County”) pursuant to 29 Del. C. § 8061(d)(6) on behalf of Assignee, on property owned on the date hereof in whole or in part by [PROPERTY OWNER] and as more fully described on Exhibit A(1) Schedule I, and also commonly referred to as [ADDRESS], attached hereto and made a part hereof (the "Lease"“Lien”), to have and to hold the same unto the said Assignee, its successor and assigns forever. The undersigned This Assignment includes without limitation all of the rights or remedies, including any powers of enforcement or collection, to which the County, by virtue of its status as a local governing body of the State of Delaware, is entitled or empowered to exercise under applicable laws of the mortgagee under a mortgage between State of Delaware; so that Assignee shall have the Landlord[s] same powers and rights as the undersigned covering County and Energize Delaware has to enforce and collect upon the Premises Lien. This Assignment is made, given and executed pursuant to the authority granted to Energize Delaware in 29 Del. C. § 8061, which enacts the Delaware Voluntary Clean Energy Financing Program Based on Property Assessments (X-XXXX) or Other Local Assessments (the "Mortgage"“X-XXXX Act” or “Act”), and as further enacted by [Kent/Sussex County Resolution No. The undersigned is the sole mortgagee of the Premises__________] [New Castle County Resolution No. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below19-_________________](collectively, the undersigned agrees that:“PACE Authorization”), and is solely limited to the purposes set forth in the PACE Authorization. This Assignment by Energize Delaware is absolute and irrevocable and Energize Delaware shall retain no interest, reversionary or otherwise, in the lien.

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal at [City], [State] this ______ day of _____________, 1999. ------------------------------ Notary Public LESSEE'S AGREEMENT The undersigned as Lessee under the lease herein described, does hereby accept and agree to the terms of the foregoing Subordination, which shall inure to the benefit of and be binding upon the undersigned and the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. By: --------------------------- ACKNOWLEDGMENTS INDIVIDUAL STATE OF ) ) Section: COUNTY OF ) On this _____ day of ____________, 1999, before me personally appeared to me personally known to be the person described in and who executed the foregoing instrument, and acknowledged that _____________ executed the same as their free act and deed. ------------------------------ Notary Public My commission expires: ------------------------------ 52 CORPORATE STATE OF ) ) Section: COUNTY OF ) On this ____ day of ____________, at _____________1999, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ to me personally known, who, being by me duly sworn, did say he is the _______________ of such corporation, who acknowledged ____________ and that (s)he did sign the seal affixed to the foregoing instrument on is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and that acknowledged said instrument is to be the voluntary free act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ------------------------------ Notary Public My commission expires: ------------------------------ PARTNERSHIP STATE OF ) ) Section: COUNTY OF ) In _____________ County in said station on the _____ day of ____________, at 1999, before me personally appeared _____________, _ as general partner of ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One_ PARTNERSHIP, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies to be known and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is known by me to be the lessee under that certain lease dated ____________ between party executing the Borrowerforegoing and the acknowledged said instrument by him executed to be his free act and deed, and ______his free act and deed in his capacities as aforesaid, and the free act and deed of ______________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease")PARTNERSHIP. The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:------------------------------ Notary Public My commission expires: ------------------------------

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal of office this ____ day of October , 1964. ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ Notary Public In and for the City of such corporationRoanoke, who acknowledged Commonwealth of Virginia My Commission expires February 7, 0000 XXXXXXXXXXXX XX XXXXXXXXXXXX ) ) COUNTY OF ALLEGHANY ) ss.: BE IT REMEMBERED, that (s)he did sign I, XXXXXX X. XXXXXXXX, the foregoing instrument undersigned, a Notary Public duly qualified, commissioned, sworn and acting in and for said County and Commonwealth, do hereby certify that on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________October, at _____________1964, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form X. X. XXXXXXX, who signed the instrument above bearing date as of Mortgagee Agreement Bank Onethe 9th day of October, NA 0 Xxxx Xxx Xxxxx Xxxxxxx1964, XX 00000 Attentionfor THE PITTSBURGH &: Xxxxx Xxxxxx Ladies WEST VIRGINIA RAILWAY COMPANY, has this day in my said County, before me, acknowledged said instrument to be the act and Gentlemendeed of said corporation; and that before me personally appeared X. X. XXXXXXX, who acknowledged himself to be the President of The Pittsburgh &: AG-CHEM EQUIPMENT CO., INC.West Virginia Railway Company, a Minnesota corporation, and that he, as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation ("Borrower")by himself as President; and that before me personally appeared X. X. XXXXXXX and X. X. XXXXXXX, known to me to be the persons who, as President and Secretary, respectively, of The Pittsburgh & West Virginia Railway Company, one of the corporations which executed the foregoing instrument, signed the same, and acknowledged to me that they did so sign said instrument in the name and upon behalf of said corporation *as such officers, respectively; that the same is their free act and deed as such officers, respectively, and the free and corporate act and deed of said corporation; that they were duly authorized thereunto by its By-Laws; and that the seal affixed to said instrument is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee corporate seal of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:said corporation.

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared _____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ _day of ____________, at _______________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To to Guarantor Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AGAg-CHEM EQUIPMENT CO.Chem Sales Co., INC., a Minnesota corporation Inc. ("BorrowerGrantor"), is the lessee under that certain lease dated ___________________ between the BorrowerGrantor, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower Grantor has certain of its assets located on the Premises. Borrower Grantor has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower Grantor grant liens in favor of the Agent for the benefit of itself and the Lenders on all of BorrowerGrantor's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal at [City], [State] this ____ day of ____________, at 1999. ------------------------------------ Notary Public LESSEE'S AGREEMENT The undersigned, as Lessee under the lease herein described, does hereby accept and agree to the terms of the foregoing Subordination, which shall inure to the benefit of and be binding upon the undersigned and the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned. By: -------------------------------- ACKNOWLEDGMENTS INDIVIDUAL STATE OF ) ) SS: COUNTY OF ) On this ____ day of ___________, 1999, before me personally appeared __________________ to me personally known to be the person described in and who executed the foregoing instrument, and acknowledged that ____________________ executed the same as their free act and deed. ----------------------------------------- ------------------------------------ Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) commission expires: ------------------------------------ 61 CORPORATE STATE OF ) ------------------------ )SS ) SS: COUNTY OF ) ----------------------- Before On this ____ day of ___________, 1999, before me, a Notary Public in and for said County, personally appeared __________________ to me personally known, a who, being by me duly sworn, did say he is the ______________________ corporation, by the _of ________________________ of such corporation, who acknowledged and that (s)he did sign the seal affixed to the foregoing instrument on is the corporate seal of said corporation, and that the instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and that acknowledged said instrument is to be the voluntary free act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ------------------------------------ Notary Public My commission expires: ------------------------------------ PARTNERSHIP STATE OF ) ) SS: COUNTY OF ) In _________________ County in said station on the ____ day of ____________, at _____________1999, before me personally appeared ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form __ as general partner of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ___________________ between PARTNERSHIP, to be known and known by me to be the Borrowerparty executing the foregoing and the acknowledged said instrument by him executed to be his free act and deed, and his free act and deed in his capacities as aforesaid, and the free act and deed of _______________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease")PARTNERSHIP. The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:------------------------------------ Notary Public My commission expires: ------------------------------------

IN TESTIMONY WHEREOF. I the above named Landlord and the above named Tenant have hereunto subscribed my name executed this and affixed my official seal three (3) other original instruments of identical year and date, on the day and year set forth on page 1 of this ____ day of Lease. LANDLORD: Xxxx Devco L.P. BY: XXXX INVESTCO, L.P., Limited Partnership BY: URCO, INC., Limited Partnership By: ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporationXxxxxx X. Xxxxxx, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at Vice President By: _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]")Xxxxxx X. Xxxx, covering certain premises located at President TENANT: Planet Rx, Inc. By: _________________________________ Xxxx Xxxxxxx, President Exhibits: A. Site Plan and/or Floor Plan B. General Lease Provisions C. Construction Exhibit (if applicable) STATE OF TENNESSEE COUNTY OF SHELBY Before me, a Notary Public of the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned State and County aforesaid, personally appeared XXXXXX X. XXXXXX AND XXXXXX X. XXXX, VICE PRESIDENT AND PRESIDENT, respectively of URCO, INC., a Tennessee corporation, said corporation is the mortgagee under general partner of XXXX INVESTCO L.P., a mortgage between Tennessee limited partnership, the Landlord[s] general partner of XXXX DEVCO L.P., a Tennessee limited partnership, with whom I am personally acquainted, and who, upon oath acknowledged that they are the undersigned covering VICE PRESIDENT AND PRESIDENT, respectively of URCO, INC., General Partner of XXXX INVESTCO L.P., the Premises (general partner of XXXX DEVCO L.P., and that they as such VICE PRESIDENT AND PRESIDENT, respectively, executed the "Mortgage")foregoing instrument for the purpose therein contained by signing the name of such partnerships by such corporation, by themselves as VICE PRESIDENT AND PRESIDENT, respectively, of such corporation. The undersigned is WITNESS my hand and Notarial Seal, at office in Memphis, Tennessee, this, the sole mortgagee 16/th/ day of October, 1998. _________________________________________ Notary Public My Commission Expires: _________________ STATE OF TENNESSEE COUNTY OF SHELBY Before me, a Notary Public of the Premises. Borrower has certain of its assets located State and County aforesaid, personally appeared XXXX XXXXXXX, with whom I am personally acquainted, (or proved to me on the Premises. Borrower has entered into certain financing arrangements with basis of satisfactory evidence) and who, upon oath acknowledged himself to be the PRESIDENT of PLANET RX, INC., the named bargainor, a group of lenders ("Lenders") including Bank OneCalifornia corporation, NA, as contractual representative and that he executed the foregoing instrument for the Lenders (purpose therein contained by signing the "Agent") and the Agent and the Lenders requirename of such corporation by himself as such PRESIDENT. Witness my hand, among other thingsat office, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowthis, the undersigned agrees that:11/th/ day of October, 1998. _________________________________________ Notary Public My Commission Expires: _________________

IN TESTIMONY WHEREOF. I have hereunto subscribed my name this instrument is executed effective as of the day and affixed my official seal this ____ day of ____________, at _____________, ________________year first above written. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before meRAPTOR PHARMACEUTICAL CORP., a Notary Public in and for said CountyDelaware corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: CFO "Lessee" JPMORGAN CHASE BANK, personally appeared ____________N.A., a national banking association By: ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of Name: ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at Title: _________________________ "Lender" Landlord hereby acknowledges and agrees to Paragraph 5 above: XXXXXXXX XXXXX, LLC, a California limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory ATTACH: Exhibit A - The Land SMRH:408132151.11 County of ______________________________ On ________________ before me, _________________________________________________, Date Here Insert Name and Title of Officer personally appeared _____________________________________________________________ Name(s) of Signer(s) _____________________________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is Place Notary Seal Above true and correct. WITNESS my hand and official seal. Signature_____________________________________ Signature of Notary Public SMRH:408132151.11 EXHIBIT A THE LAND [attached] SMRH:408132151.11 EXHIBIT I HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE Your cooperation in this matter is appreciated. Initially, the information provided by you in this Hazardous Materials Disclosure Certificate is necessary for the Landlord (identified below) to evaluate and finalize a lease agreement with you as Tenant. After a lease agreement or amendment thereto is signed by you and the Landlord (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "LeaseLease Agreement"), as requested by Landlord in accordance with the provisions of Section 20.22 of the signed Lease Agreement, you are to provide an update to the information initially provided by you in this certificate. The undersigned is information contained in the mortgagee under a mortgage between initial Hazardous Materials Disclosure Certificate and each annual certificate provided by you thereafter will be maintained in confidentiality by Landlord subject to release and disclosure as required by (i) any lenders and owners and their respective environmental consultants, (ii) any prospective purchaser(s) of all or any portion of the Landlord[s] and the undersigned covering property on which the Premises are located, (iii) Landlord to defend itself or its lenders, partners or representatives against any claim or demand, and (iv) any laws, rules, regulations, orders, decrees, or ordinances, including, without limitation, court orders or subpoenas. Any and all capitalized terms used herein, which are not otherwise defined herein, shall have the "Mortgage")same meaning ascribed to such term in the signed Lease Agreement. The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank OneAny questions regarding this certificate should be directed to, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowwhen completed, the undersigned agrees that:certificate should be delivered to: Landlord: Xxxxxxxx Xxxxx, LLC, a California limited liability company c/o Barker Pacific Group, Inc. Three Xxxxxxxx Xxxxxxx Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx Name of Tenant: RAPTOR PHARMACEUTICAL CORP., a Delaware corporation Mailing Address: Contact Person, Title and Telephone Number(s): Contact Person for Hazardous Waste Materials Management and Manifests and Telephone Number(s): Address of Premises: ____________________________________ Current Expiration Date: ________________________

IN TESTIMONY WHEREOF. I the Assignor and Assignee have hereunto subscribed my name caused this Assignment to be signed and affixed my official seal executed by the undersigned officers thereunto duly authorized this ____ day of December, 2008. XXXXXX INTERNATIONAL INC. AVIGEN, INC. By: By: Name: Name: Title: Title: XXXXXX HEALTHCARE S.A. By: Name: Title: By: Name: Title: {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. STATE OF ) COUNTY OF ) ss. On this ____________, at _____________, day of ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County2008, personally there appeared before me _______________________, a personally known to me, who acknowledged that ______________ corporation, by he signed the foregoing Assignment and his/her voluntary act and deed on behalf and with full authority of _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of __. Notary Public STATE OF ) COUNTY OF ) ss. On this ____________, at _____________, day of ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx2008, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and there appeared before me ____________________ (____, personally known to me, who acknowledged that __he signed the "Landlord[s]"), covering certain premises located at foregoing Assignment and his/her voluntary act and deed on behalf and with full authority of _________________ (_____________. Notary Public STATE OF ) COUNTY OF ) ss. On this __________day of ________________, 2008, there appeared before me _______________________, personally known to me, who acknowledged that __he signed the "Premises") as more fully described foregoing Assignment and his/her voluntary act and deed on Exhibit A(1) attached hereto (behalf and with full authority of _____________________________. Notary Public {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] Securities and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee Exchange Commission pursuant to Rule 24b-2 of the PremisesSecurities Exchange Act of 1934, as amended. Borrower EXHIBIT C PRESS RELEASE Avigen Sells Early Stage Research Program in Hemophilia to Baxter Alameda, CA, December 17, 2008 – Avigen, Inc. (Nasdaq: AVGN), a biopharmaceutical company, announced today that the company has certain sold the rights to its early stage blood coagulation compound, AV513, to Xxxxxx Healthcare Corporation, a global leader in hemophilia therapy, for $7 million. Baxter acquired all rights to AV513, a compound poised for clinical research that has been shown to improve blood coagulation in preclinical models for hemophilia. Avigen has been developing AV513 as an oral therapy to treat patients with bleeding disorders, including hemophilia A. “The sale of its assets located AV513 is an example of building value in a product that is differentiated from current therapies, and bringing it to a valuation point that generated a positive return on the Premisesinvestment,” said Xxxxxxx Xxxxxxx, Ph.D., X.X., Avigen's president and chief executive officer. Borrower has entered into certain financing arrangements “Our team identified AV513 as a drug candidate with a group novel approach for treating hemophilia and other bleeding disorders, and which offered strong IP potential in a target patient population with an unmet need. Because it was outside our neurology focus, it was our goal to follow a reasonable budget to establish AV513’s value, and then move it to a better-resourced company with the expertise to develop a safe and effective therapy.” “This technology acquisition supports Xxxxxx’x efforts to research the application of lenders ("Lenders") including Bank Onenovel technologies that will pioneer the next generation of hemophilia therapies,” said Xxxxxxx Xxxxxxx, NAM.D., vice president of global BioScience research and development for Baxter. “Looking ahead, our objective is to identify opportunities that represent significant potential value for patients, while balancing our investment of resources and development risk in order to provide a significant and timely return to shareholders. Along these lines, we are also in the process of partnering AV411, our non-opioid glial-attenuator product for neuropathic pain and drug addiction,” continued Xxxxxxx. AV513 was first identified in 2004 by Avigen’s vice president of Research and Development, Xxxx Xxxxxxx, Ph.D., and colleagues, seeking an existing molecule with strategic characteristics for providing an alternative delivery approach for hemophilia therapies. Pre-clinical efficacy data in hemophilic mice was first published in 2006 in the medical journal Thrombosis & Haemostasis. Efficacy data from the study of an oral form of AV513 in other hemophilia A preclinical models was published in the journal Blood in 2007. Most recently, an in vitro study on AV513 pro-coagulant efficacy in the donated blood of human hemophilia patients was presented at the American Society of Hemophilia meeting in San Francisco on December 9th. About AV513 AV513 is a drug candidate derived from a specific seaweed enriched for a particular type of non-anticoagulant sulfated polysaccharide denoted fucoidan, which has been shown to boost blood coagulation. Laboratory and preclinical studies indicated AV513’s novel mechanism of action might improve the physiological “spark” for normal blood clot initiation by reducing natural anti-coagulation at local sites of bleeding and thereby allows more normal hemostasis, or clotting. Preclinical in vitro and in vivo studies indicate that AV513 has potential stand-alone utility and might act as an adjunctive or supplementary agent to boost clotting efficiency in combination with Factor VIII or Factor IX, the standard treatments for hemophilia A and B, respectively. {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as contractual representative amended. About Avigen Avigen is a biopharmaceutical company focused on identifying and developing differentiated products to treat patients with serious neurological disorders. Avigen's strategy is to identify, acquire and develop opportunities that represent a positive return to Avigen’s shareholders. Avigen is currently developing AV411 for neuropathic pain, and, in collaboration with the National Institute on Drug Abuse, for opioid withdrawal and methamphetamine addiction. For more information about Avigen, consult the company's website at xxx.xxxxxx.xxx. Statement under the Private Securities Litigation Reform Act The statements in this press release relating to Avigen’s strategy, objectives and plans to identify, acquire and develop opportunities that represent a positive return to Avigen’s shareholders are forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements, including the risk that Avigen will not be able to acquire or develop such opportunities due to monetary, intellectual property, technological or other constraints. In addition, there are many other risks and uncertainties inherent in the development of drug products. Other risks and uncertainties relating to Avigen are detailed in reports filed by Avigen with the Securities and Exchange Commission, including Avigen's Annual Report on Form 10-K for the Lenders (year ended December 31, 2007, under the caption "AgentRisk Factors" in Item 1A of Part I of that report which was filed with the SEC on March 17, 2008 and Avigen’s quarterly report on Form 10-Q for the period ended September 30, 2008, under the caption ") Risks Related to Our Business" in Item 2 of Part I of that report, which was filed with the SEC on November 10, 2008. CONTACT: Xxxxxxx Coffee, Chief Business Officer Avigen, Inc., 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, XX 00000 000-000-0000 xx@xxxxxx.xxx xxx.xxxxxx.xxx {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Agent Securities and the Lenders require, among other things, that Borrower grant liens in favor Exchange Commission pursuant to Rule 24b-2 of the Agent for the benefit Securities Exchange Act of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral")1934, as amended. By its signature below, the undersigned agrees that:Schedule 1.0

IN TESTIMONY WHEREOF. I the parties hereto have hereunto subscribed my name and affixed my official seal executed this ____ day Lease as of ____________the date aforesaid all pursuant to authority duly granted. LESSOR: LESSEE: BRANCH BANKING AND TRUST COMPANY EOIR TECHNOLOGIES, at _____________, ________________INC. ----------------------------------------- Notary Public My Commission Expires:] By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx Xx. ------------------------------ ------------------------------- Its: Vice President Its: Vice President (Notarial SealACTG) [ACKNOWLEDGMENT ----------------------------- ------------------------------ WITNESSES (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ____as to Lessor): WITNESSES (as to Lessee): /s/ Xxxxx M__________ corporation/s/ Xxxxx Xxxxxxx ---------------------------------- ----------------------------------- ---------------------------------- ----------------------------------- STATE OF NORTH CAROLINA - FORSYTH COUNTY I, by a Notary Public of the _________________________ of such corporationCounty and State aforesaid, who certify that XXXXXXX X. XXXXX personally appeared before me this day and acknowledged that (s)he did sign S)he is the VICE PRESIDENT of BRANCH BANKING AND TRUST COMPANY, a NORTH CAROLINA corporation, and that as VICE PRESIDENT, being authorized to do so, executed the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOFWitness my hand and official stamp or seal, I have hereunto subscribed my name and affixed my official seal this ____ 10th day of ____________JULY, at _____________, ________________2002. ----------------------------------------- (Stamp/Seal) /s/ Xxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires:] Expires November 1, 0000 XXXXX XX XXXXXXXX - XXXX XX XXXXXXXXXXXXXX XXXXXX I, a Notary Public of the County and State aforesaid, certify that XXXXXXX X. XXXXXXX XX. personally appeared before me this day and acknowledged that (Notarial Seals)he is the VICE PRESIDENT (ACTG.) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.EOIR TECHNOLOGIES, INC., a Minnesota corporation S-CORP. corporation, and that as VICE PRESIDENT, being authorized to do so, executed the foregoing instrument on behalf of the corporation. Witness my hand and official stamp or seal, this 8th day of JULY, 2002. ("Borrower")Stamp/Seal) /s/ Xxx Xxxxxxx Xxxxx -------------------------------------- Notary Public My Commission Expires April 30th, is the lessee under 2006 EXHIBIT A LEGAL DESCRIPTION All of that certain lease dated ____________ between the Borrowerlot or parcel of land located in Prince Xxxxxxx County, Virginia, and ____________________ more particularly described as follows: BEGINNING at the iron pipe found in the northerly line of Xxx 00, Xxxxxxxxxx Xxxxxxxxxxx, Xxxxx 1, as recorded in deed Book 181 at Page 197. said pipe being an easterly corner to a parcel of land in the name of Prince Xxxxxxx County School Board, as recorded in Deed Book 97 at Page 256; thence with the easterly line of said Prince Xxxxxxx County School Board N 28(0) 33' 32" W, 102.30 feet to an iron pipe found; and thence N 20(0) 26' 32" W, 209.06 feet to an iron pipe set in the southerly line of a parcel of land in the name of Hachinger Enterprises as recorded in Deed Book 754 at Page 568; thence with the northeasterly line of said Hachinger Enterprises N 63(0) 54' 03" E, 267.68 feet to an iron pipe set in the westerly line of Devils' Reach Road, Route 6748, variable width (34 feet from centerline as established in Deed Book 1504 at Page 955); thence with said westerly line of Devil's Reach Road S 26(0) 11' 57" E, 306.98 feet to an iron pipe set in the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee northerly line of Lot 24 of the Premisesaforementioned Morenbaker Subdivision, Block 1; thence with the outline of said Morenbaker Subdivision, BLOCK 1, S 63(0) 48' 03" W, 191.00 feet to an iron pipe found; and thence S 62(0) 05' 47" N, 93.48 feet to the point of beginning; containing 1.98406 +/- acres of land. Borrower has certain of Being the same property conveyed to Piedmont Federal Savings Bank, a federally chartered savings bank, by deed from Xxxxxx X Xxxxxx, Substituted Trustee, dated July 6, 1992 and recorded August 21, 1992 in the Clerk's Office, Circuit Court, Prince Xxxxxxx County, Virginia, in Deed Book 1912, Page 682. By order entered in Deed Book 1941, page 302, and in Deed Book 1941, page 307, property was vested in Resolution Trust Corporation, a Receiver for Piedmont Federal Savings Bank, Manassas, Virginia. By Purchase and Assumption Agreement dated October 9, 1992, recorded in Deed Book 1911, page 333, Resolution Trust Corporation in its assets located on capacity as Conservator for Piedmont Federal Savings Association, Manassas, Virginia, was vested with title. EXHIBIT B FLOOR PLAN OF PREMISES [DIAGRAM OF FLOOR PLAN APPEARS HERE] EXHIBIT C PARKING While this lease or any extension hereof is in effect, Lessee shall have the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for right to 22 parking spaces in the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor parking lot of the Agent property on a first come basis. Said parking spaces are currently at no additional cost to the lessee. However, Lessee acknowledges that the Lessor reserves the right to establish monthly parking fees for this lot, which they will be subject to with 60 day written notice from the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:Lessor.

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared _____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ _day of ____________, at ________________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To to Guarantor Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AGAg-CHEM EQUIPMENT CO.Chem Equipment Canada, INC., a Minnesota corporation Ltd.. ("BorrowerGrantor"), is the lessee under that certain lease dated _____________ between the BorrowerGrantor, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower Grantor has certain of its assets located on the Premises. Borrower Grantor has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower Grantor grant liens in favor of the Agent for the benefit of itself and the Lenders on all of BorrowerGrantor's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:

IN TESTIMONY WHEREOF. I have hereunto subscribed set my name hand and affixed my official seal this ____ day of ____________, at _____________, seal. ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [________ ________________________ Title of Officer INDIVIDUAL ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before ARKANSAS, ____________ County ss: On this ______ day of__________, 19_______, before me, a Notary Public in and for said County, the undersigned officer. personally appeared ______________________ known to me (or satisfactorily proven) to be the person(s) whose name(s) ___________________, a subscribed to the within Instrument and acknowledged that_________he________ executed the same for the purposes therein contained. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. ________________________ corporation________________________ Title of Officer INDIVIDUAL LIMITED PARTNERSHIP ACKNOWLEDGMENT STATE OF ARKANSAS,_________________County ss: On this ________day of_________, by 19__, before me, the undersigned officer. personally appeared ________________ the individual(s) named in the foregoing Instrument as the general partner(s) of _________________________ of such corporation_, who acknowledged that (s)he did sign the foregoing instrument a Limited Partnership, and, on behalf of said corporation and that said instrument is such Limited Partnership, did acknowledge the voluntary foregoing Instrument to the act and deed of said corporation and his/her voluntary act and deed as such officer of said corporationLimited Partnership. IN TESTIMONY WHEREOF, I have hereunto subscribed set my name hand and affixed my official seal this ____ day of seal. ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at ________________________ Title of Officer CORPORATE LIMITED PARTNERSHIP ACKNOWLEDGMENT STATE OF ARKANSAS,______________________County ss: On this__ day of___, 19___, before me, the undersigned officer, personally appeared ____________, who acknowledged himself to be the ___________ of__________, the corporation named in the foregoing instrument as the General Partner of _________________, a Limited Partnership, and that he as such ____________ of the General Partner, being authorized to do so, executed the foregoing Instrument for the purposes therein contained in the name of such Limited Partnership by himself as _______________ the General Partner, on behalf of said Limited Partnership. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. ________________________ ________________________ Title of Officer 17 STATE OF ARKANSAS, Pulaski County ss: On this 14 day of August, 1997, before me, the undersigned officer, personally appeared Xxxxx X. Xxxxx , who acknowledged himself to be the Managing Member of SV, L.L.C. (d/b/a Waterton SV, L.L.C.) the limited liability company named in the foregoing Instrument as the General Partner of Waterton Rock Investors, Limited, a limited partnership and the General Partner of WATERTON ROCK, LIMITED, a limited partnership, and that he as such Managing Member of SV, L.L.C., the General Partner of Waterton Rock Investors, Limited, the General Partner of WATERTON ROCK, LIMITED, being authorized to do so, executed the foregoing Instrument for the purposes therein contained in the name of such Limited Partnership by himself as Managing Member of SV, L.L.C., the General Partner of Waterton Rock Investors, Limited, the General Partner of WATERTON ROCK, LIMITED, on behalf of WATERTON ROCK, LIMITED. IN TESTIMONY WHEREOF, I hereunto set my hand and official seal. /s/ Xxxxxx X. Xxxxxx Title of Officer: Notary Public My Commission expires: 4/23/2003 [NOTARIAL SEAL] 18 EXHIBIT A The land located in the County of Pulaski, State of Arkansas, and described as follows: Part Of Tracts 3, 6, and 7, Hillvale Addition, Little Rock, Pulaski County, Arkansas, more particularly described as follows: Beginning at the Northwest corner of Tract 7, Hillvale Addition; thence South 67 degrees 35 minutes 20 seconds East 35.00 feet; thence South 48 degrees 59 minutes 16 seconds East 80.00 fact; thence South 77 degrees 17 minutes 24 seconds East 72.00 feet; thence South 30 degrees 18 minutes 29 seconds East 78.00 feet; thence South 68 degrees 07 minutes 04 seconds East 124.00 feet to a point on the East line of the West 1/2 of said Tract 7; thence South 00 degrees 45 minutes 54 seconds West along said East line 374.98 feet to a point on the North line of a 50 foot wide Little Rock Water Works Easement; thence North 87 degrees 25 minutes 51 seconds West along said North line 219.11 feet; thence North 78 degrees 18 minutes 19 seconds West continuing along said North line 290.87 feet; thence North 81 degrees 37 minutes 00 seconds West continuing along said North line 298.70 feet; thence North 33 degrees 50 minutes 55 seconds East 350.00 feet; thence North 8 degrees 54 minutes 57 seconds East 60.00 feet; thence North 53 degrees 57 minutes 51 seconds East 80.00 feet; thence North 42 degrees 42 minutes 56 seconds East 99.00 feet; thence North 67 degrees 48 minutes 07 seconds East 98.00 feet; thence South 66 degrees 15 minutes 55 seconds East 50.00 feet; thence South 46 degrees 21 minutes 58 seconds East 20.00 feet to a point on the East line of Tract 3, Hillvale Addition; thence South 00 degrees 54 minutes 05 seconds West along said East line 15.00 feet to the Point of Beginning. RIDER MULTIFAMILY INSTRUMENT THIS RIDER TO MULTIFAMILY INSTRUMENT (the "PremisesRider") is made as more fully described on Exhibit A(1) attached hereto of the 15th day of August , 1997, and is incorporated into and shall be deemed to amend and supplement the Multifamily Mortgage, Deed of Trust or Deed to Secure Debt of the same date (the "LeaseInstrument"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and , given by the undersigned covering the Premises WATERTON ROCK, LIMITED, an Arkansas limited partnership (the "MortgageBorrower"). The undersigned is the sole mortgagee , to secure Borrower's Multifamily Note of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders same date (the "AgentNote") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor with Addendum to Multifamily Note of the Agent for same date (The "AddendumBERKSHIRE MORTGAGE FINANCE LIMITED PARTNERSHIP, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 , [Insert address of Lender], and its successors, assigns and transferees (the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("CollateralLender"). By its signature below, covering the undersigned agrees that:property described in the Instrument and defined therein as the "Property," located at: 00000 Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx, Arkansas [Property Address] The Property is located entirely within the State of Arkansas [insert name of state in which the Property is located] (the "Property Jurisdiction").

IN TESTIMONY WHEREOF. I have hereunto subscribed my name witness the signatures of the parties hereto on the day and affixed my official seal this ____ day of date first above written. LESSOR: DESA II PARTNERSHIP BY:____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporationLESSEE: DESA INTERNATIONAL, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporationINC. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of BY:____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (Dirk D. Miller Vice Xxxxxxxxx XXATE OF TENNESSEE COUNTY OF BEDFORD I, the "Landlord[s]")Undersigned, covering certain premises located at a Notary Public in and for the State and County aforesaid, do hereby certify that _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned did personally appear before me and did certify and declare that he is the mortgagee under Managing Partner of a mortgage between Tennessee general partnership, and that he acknowledged he executed the Landlord[s] foregoing Lease as Managing Partner thereof on behalf of said partnership as duly authorized by the partnership and as the undersigned covering act of the Premises (partnership for the "Mortgage")purposes therein stated on this ______day of ___________ , 1994. The undersigned ------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ STATE OF TENNESSEE COUNTY OF BEDFORD I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that the foregoing Lease was executed before me by DESA International, Inc. by and through Dirk D. Miller its Vice President, and that the said Dirk D. Miller xxxxxxxxxx appeared before me, after being first dxxx xxxxx, xxx declared that he was the officer designated and that he executed the foregoing Lease as Vice President of the Corporation and that the execution of this Lease is the sole mortgagee voluntary act and deed of the PremisesCorporation. Borrower has certain WITNESS my hand on this ____ day of its assets located on the Premises_____________, 1993. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that------------------------- NOTARY PUBLIC MY COMMISSION EXPIRES:____________ SCHEDULE A PROJECT DESCRIPTION CONCRETE FLOOR SLAB CONCRETE SLAB ON GRADED TRUCK DOCK ELECTRICAL

IN TESTIMONY WHEREOF. I the Grantor and Lender have hereunto subscribed my name caused this Security Interest In Intellectual Property to be signed and affixed my official seal executed by the undersigned officers thereunto duly authorized this day of , 200____ . [GRANTOR] By: -------------------------------- Name: ------------------------------ Title: ----------------------------- HYATT GAMING MANAGEMENT, INC. By: -------------------------------- Name: ------------------------------ Title: ----------------------------- STATE OF ) -------------------------------------------- ) SS COUNTY OF ) ------------------------------------------- On this day of __________, 200__, at there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Hyatt Gaming Security Interest In Intellectual Property as his/her voluntary act and deed on behalf and with full authority of [GRANTOR]. ----------------------------------- Notary Public STATE OF ) -------------------------------------------- ) SS COUNTY OF ) ------------------------------------------- On this day of , 200__, there appeared before me , personally known to me, who acknowledged that he/she signed the foregoing Hyatt Gaming Security Interest In Intellectual Property as his/her voluntary act and deed on behalf and with full authority of Hyatt Gaming Management, Inc. ----------------------------------- Notary Public SCHEDULE A [PATENTS/TRADEMARKS/COPYRIGHTS] ------------------------------- TITLE REGISTRATION ISSUE DATE NUMBER [PATENT/TRADEMARK/COPYRIGHT] APPLICATIONS ----------------------------------------- TITLE SERIAL NO. FILING DATE ANNEX II FORM OF AMENDMENT TO HYATT GAMING SECURITY AGREEMENT (ADDITIONAL DEBTOR) This Amendment to Hyatt Gaming Security Agreement (Additional Debtor) (this "Amendment"), dated as of ___________, ________________. ----------------------------------------- Notary Public My Commission Expires:] , relates to the Hyatt Gaming Security Agreement dated as of March 14, 2000 (Notarial Sealas amended, restated, supplemented or otherwise modified from time to time, the "Agreement") [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before meexecuted by Windsor Woodmont Black Hawk Resort Corp., a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota Colorado corporation ("BorrowerDebtor")) and Hyatt Gaming Management, is the lessee under that certain lease dated ____________ between the BorrowerInc., a Nevada corporation (together with its successors and ____________________ (assigns, the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "LeaseLender"). The undersigned is Capitalized terms used but not otherwise defined herein shall have the mortgagee under a mortgage between meanings given in the Landlord[s] and Agreement. In compliance with Section 4.5(s) of the undersigned covering the Premises Subordinated Loan Agreement dated as of March 14, 2000 (as amended, supplemented or otherwise modified from time to time, the "MortgageSubordinated Loan Agreement"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ) between Debtor and Lender, [NAME OF RESTRICTED SUBSIDIARY] ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "AgentAdditional Debtor") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees thatLender hereby agree as follows:

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared _____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ _day of ____________, at _______________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To to Guarantor Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.Lor*Al Products, INC., a Minnesota corporation Inc. ("BorrowerGrantor"), is the lessee under that certain lease dated ____________________ between the BorrowerGrantor, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower Grantor has certain of its assets located on the Premises. Borrower Grantor has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower Grantor grant liens in favor of the Agent for the benefit of itself and the Lenders on all of BorrowerGrantor's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:

IN TESTIMONY WHEREOF. I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____ at _________, ______________. __. ----------------------------------------- _____________________________ Notary Public My Commission Expires:] : (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )) SS COUNTY OF _______) ----------------------- Before me, a Notary Public in and for said County, personally appeared _______________, a ______________ corporation__, by the ________________ of such ______________, who acknowledged that (s)he did sign the foregoing instrument on behalf of said _____________ and that said instrument is the voluntary act and deed of said _______________ and his/her voluntary act and deed as such officer of said ______________. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this __ day of __________, ____ at _________, ______________. _______________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] : (Notarial Seal) EXHIBIT A-2 “A” to Landlord Agreement Lease2 (attached hereto) 2 To Security Agreement include legal description of the premises EXHIBIT “D” Form of Mortgagee Agreement Bank OneThird Party Agreement3 To: JPMORGAN CHASE BANK, NA 0 Xxxx Xxx N.A., as Administrative Agent Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Road, Ops 0, 0xx Xxxxx XxxxxxxXxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AGAttention of Xxx Xxxx Fax No. (000) 000-CHEM EQUIPMENT CO.0000 [Name of Entity], INC.[Type of Entity], a Minnesota corporation ("Borrower"“Grantor”), is the lessee under that now does or hereafter may have certain lease dated ____________ between the Borrowerof its merchandise, and ______inventory, or other of its personal property for processing, storage, consignment, engineering, evaluation or repairs, located at ______________ (the "Landlord[s]"), covering certain premises located at _________________ (“Premises”) owned or leased by the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease")undersigned. The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower Grantor has entered into that certain financing arrangements with a group Security Agreement dated as of September 30, 2016 by and among Tesoro Corporation (the “Company”), certain subsidiaries of the Company and JPMorgan Chase Bank, National Association, as Agent (the “Agent”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) to secure the obligations of the Company under that certain Credit Agreement dated as of September 30, 2016 by and among the Company, the financial institutions from time to time parties thereto as lenders ("collectively, the “Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent"”) and the Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein but not defined herein or in the Security Agreement shall have the meanings ascribed thereto in the Credit Agreement. In order to induce the Agent and the Lenders require(together with their respective agents, among successors and assigns) to continue such financing arrangements, and for other thingsgood and valuable consideration, that Borrower grant liens in favor the receipt and sufficiency of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature belowwhich are hereby acknowledged, the undersigned hereby certifies and agrees that:

IN TESTIMONY WHEREOF. I the parties hereto have hereunto subscribed my name caused this instrument to be executed in duplicate as of the day and affixed my official seal this ____ day year first above written. TENANT: LANDLORD: WINSTON FURNITURE COMPANY OF LASALLE NATIONAL TRUST, N.A., not ALABAMA, INC. individually but as Trustee under a Trust Agreement dated May 27, 1981, and known as trust No. 10400, as aforesaid. By: /s/ Bobbx Xxxxxx By: /s/ Joshxx [Xxlegible] ----------------------------- --------------------------------------- Vice President Attest: /s/ [ILLEGIBLE] ----------------------------- CERTIFICATE (If Tenant is a Corporation) I, VINCXXX X. XXXXXXXXX, Xxsistant Secretary of ____________WINSTON FURNITURE COMPANY OF ALABAMA, at _____________INC., ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial SealTenant, hereby certify that the foregoing Lease has been authorized by all necessary corporate action on behalf of Tenant, the officer(s) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public executing the foregoing lease on behalf of Tenant was/were duly authorized to act in his/their capacities as PRESIDENT and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer their action(s) are the action of said corporationTenant. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Corporate Seal) EXHIBIT A-2 To Security /s/ Vincxxx X. Xxxxxxxxx ----------------------------------- Assistant Secretary Rider attached to and made a part of a Lease dated APRIL 1, 1996, by and between LaSalle National Trust N.A., not individually but as Trustee under a Trust Agreement Form of Mortgagee Agreement Bank Onedated May 27, NA 0 Xxxx Xxx Xxxxx Xxxxxxx1981, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO.known as Trust No. 104000 (hereinafter "Landlord") and WINSTON FURNITURE COMPANY OF ALABAMA, INC., a Minnesota an Alabama corporation (hereinafter, "BorrowerTenant"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:.

IN TESTIMONY WHEREOF. I the Grantor and the Trustee have hereunto subscribed my name caused this Security Interest In Intellectual Property to be signed and affixed my official seal executed by the undersigned officers thereunto duly authorized this day of , 200____ day of . [GRANTOR] By:____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of Name:____________, at _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between the Borrower, and ____________________ (the "Landlord[s]"), covering certain premises located at Title:________________________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NASUNTRUST BANK, as contractual representative for Trustee By:_________________________________ Name:_______________________________ Title:________________________________ STATE OF _____________ ) ) SS COUNTY OF ____________ ) On this day of , 200__, there appeared before me , personally known to me, who acknowledged that he/she signed the Lenders (foregoing Security Interest In Intellectual Property as his/her voluntary act and deed on behalf and with full authority of [GRANTOR]. ---------------------------- Notary Public STATE OF _____________ ) ) SS COUNTY OF ____________ ) On this day of , 200__, there appeared before me , personally known to me, who acknowledged that he/she signed the "Agent") foregoing Security Interest In Intellectual Property as his/her voluntary act and the Agent deed on behalf and the Lenders requirewith full authority of SunTrust Bank, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral")as Trustee. By its signature below, the undersigned agrees that:---------------------------- Notary Public A-I/4 SCHEDULE A [PATENTS/TRADEMARKS/COPYRIGHTS] REGISTRATION TITLE NUMBER ISSUE DATE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- [PATENT/TRADEMARK/COPYRIGHT] APPLICATIONS TITLE SERIAL NO. FILING DATE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

IN TESTIMONY WHEREOF. I the parties hereto have hereunto subscribed my name set their hands the day and affixed my official seal year first above written. /s/ Xxxxx X. Xxxxx -------------------------------------- Xxxxx Xxxxx, Owner /s/ Xx Xxxxxxxx -------------------------------------- Xx Xxxxxxxx, Tenant (CORPORATE SEAL) Pres. Xxxxxxxx Siding and Window, Inc. ------------------------------------------------------------------------------ (ACKNOWLEDGMENT FOR INDIVIDUAL) STATE OF NORTH DAKOTA ) ) SS. COUNTY OF XXXXXX ) On this ____ 17TH day of ____________August, at 1995, before me personally appeared Xxxxx Xxxxx, known to me to be the Owner and person who is described in and executed the within instrument, and acknowledged to me that he executed the same. Witness my hand hereto affixed the day and year first written above. (NOTARY SEAL REQUIRED) _____________, ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) [ACKNOWLEDGMENT (CORPORATE) STATE OF ) ------------------------ )SS COUNTY OF ) ----------------------- Before me, a Notary Public in and for said County, personally appeared ____________, a ______________ corporation, by the _________________________ of such corporation, who acknowledged that (s)he did sign the foregoing instrument on behalf of said corporation and that said instrument is the voluntary act and deed of said corporation and his/her voluntary act and deed as such officer of said corporation. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal this ____ day of ____________, at _____________, Notary Public Commission Expires ________________. ----------------------------------------- Notary Public My Commission Expires:] (Notarial Seal) EXHIBIT A-2 To Security Agreement Form of Mortgagee Agreement Bank One, NA 0 Xxxx Xxx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: AG-CHEM EQUIPMENT CO., INC., a Minnesota corporation ("Borrower"), is the lessee under that certain lease dated ____________ between ------------------------------------------------------------------------------ (ACKNOWLEDGMENT FOR CORPORATION) STATE OF NORTH DAKOTA ) ) SS. COUNTY OF XXXXXX ) On this 16TH day of August, 1995, before me personally appeared Xx Xxxxxxxx, known to me to be the BorrowerPresident of Xxxxxxxx Siding and Window, Inc., the corporation that executed the foregoing instrument as tenant, and acknowledged the said instrument and to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath states that he is authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first written above. (NOTARY SEAL REQUIRED) ____________________ (the "Landlord[s]"), covering certain premises located at _________________ (the "Premises") as more fully described on Exhibit A(1) attached hereto (the "Lease"). The undersigned is the mortgagee under a mortgage between the Landlord[s] and the undersigned covering the Premises (the "Mortgage"). The undersigned is the sole mortgagee of the Premises. Borrower has certain of its assets located on the Premises. Borrower has entered into certain financing arrangements with a group of lenders ("Lenders") including Bank One, NA, as contractual representative for the Lenders (the "Agent") and the Agent and the Lenders require, among other things, that Borrower grant liens in favor of the Agent for the benefit of itself and the Lenders on all of Borrower's property located on the Premises ("Collateral"). By its signature below, the undersigned agrees that:___