Common use of Purchaser’s Representations Clause in Contracts

Purchaser’s Representations. Purchaser represents and warrants to Seller as follows: (a) Purchaser is, and at the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”). (b) Purchaser has the full legal right, power, authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained. (c) This Contract and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.

Purchaser’s Representations. 11.1 The Purchaser represents hereby represents, warrants and warrants covenants to Seller as followsand with the Vendor that: (a) Purchaser is, and at a. the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇.a corporation duly organized, whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).validly existing and in good standing under the laws of its jurisdiction of incorporation and the laws of those jurisdictions in which the Assets are located; (b) b. the Purchaser has all requisite power and authority to enter into this Agreement and to purchase and pay for the full legal right, power, authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, Assets on the “Purchaser Documents”), to consummate the transactions contemplated hereby, terms described herein and to perform its other obligations under this Agreement; c. the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained. (c) This Contract and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby herein will not result violate, nor be in a breach or constitute a default or event conflict with, any provision of default by Purchaser under any agreement or instrument to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before or is bound, or any court judgment, decree, order, statute, rule or other governmental authority which may regulation applicable to the Purchaser or the constating document or bylaws of the Purchaser; d. this Agreement has been duly executed and delivered by the Purchaser and all documents required hereunder to be executed and delivered by the Purchaser shall have an adverse impact on been duly executed and delivered and this Agreement does, and such documents will, constitute legal, valid and binding obligations of the transactions contemplated hereby.Purchaser enforceable in accordance with their respective terms; (e) e. the Purchaser has not (i) made incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Vendor shall have any obligation or liability; the Purchaser is not a general assignment for "non-Canadian person" within the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC meaning of the Department Investment Canada Act; the well screening ratio of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) Purchaser after the transfer of the Assets will equal or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.exceed 1.0; and

Purchaser’s Representations. Purchaser represents and warrants to Seller as followsGreenberg that: (a▇) Purchaser is, and at he understands that he must bear the Closing shall be, a Delaware limited liability company authorized to transact business economic risk of the investment in the State of California. The sole member of Purchaser Purchased Shares, which cannot be sold by him unless they are registered under the 1933 Act or an exemption therefrom is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).available thereunder; and (bii) Purchaser has he is aware that the full legal right, power, authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, Company shall place stop transfer orders with its transfer agent against the “Purchaser Documents”), to consummate transfer of the transactions contemplated hereby, and to perform its obligations hereunder and Purchased Shares in the absence of registration under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained.1933 Act or an exemption therefrom as provided herein; (ciii) This Contract and he understands that the Purchaser Documents do certificates evidencing the Purchased Shares shall bear the following legend: "The shares represented by this certificate have not and will not contravene provisions been registered under the Securities Act of the charter documents1933, as amended, or bylawsunder the securities laws of any State. The shares may not be sold, transferred or otherwise disposed of in the absence of such registration or an exemption therefrom under said Act." (iv) he has received a copy of all reports and documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, within the last 24 months and all reports issued by the Company to its stockholders, and is aware of Purchaserthe risks involved with his investment; (v) he has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and persons acting on its behalf concerning the Company's operations and to obtain any additional information he requested; and (vi) his execution, delivery and performance of this Agreement does not and will not conflict with or violate any judgmentlaw, statute, ordinance, rule, regulation, order, decree, writ judgment or injunction issued against Purchaser, or any provision of any laws decree applicable to Purchaser. The consummation of the transactions contemplated hereby will not him, result in a any breach of or constitute a default (or an event which with notice or lapse of default by Purchaser under time or both would become a default) under, any note, bond, mortgage, indenture, contract, agreement or other instrument or obligation to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser he is a party before any court or other governmental authority by which may have an adverse impact on the transactions contemplated herebyhe is bound. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.

Purchaser’s Representations. Purchaser hereby represents and warrants to Seller as followsthe Company that: (a) Purchaser is, It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Securities Act) and at it understands that no action has been or will be taken in any jurisdiction by the Closing shall be, Company that would permit a Delaware limited liability company authorized to transact business public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the State Securities for the account or benefit of California. The sole member any U.S. persons except in accordance with exemption from registration requirements of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., the Securities Act or in a Maryland corporation (“▇▇▇▇▇▇ Inc.”)transaction not subject thereto. (b) Purchaser has It is not acquiring the full legal right, power, authority and financial ability Securities with a view to execute and deliver this Contract, and all documents now any distribution thereof that would violate the Securities Act or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documents, and no consent securities laws of any state of the United States of America or any other party is required that has not heretofore been obtainedapplicable jurisdiction. (c) This Contract It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Securities Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) after the later of the date of the commencement of the offering and the Purchaser Documents do date of original issuance (or of any predecessor of any Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) to the Company, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) for so long as any Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not and will not contravene provisions “U.S. Persons” (within the meaning of Regulation S) that occur outside the United States of America within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the charter documentsSecurities Act, and (B) agrees that it will give to each person to whom such Securities are transferred a notice substantially to the effect of this paragraph. (d) The Purchaser acknowledges that the Securities are “restricted securities” as amendeddefined in Rule 144 under the Securities Act and subject to resale restrictions during the period set forth in Rule 144. (e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or bylaws, as amended, general advertising in violation of Purchaser, the Securities Act has been or will be used nor will any judgment, order, decree, writ or injunction issued against Purchaser, or any provision offers by means of any laws applicable to Purchaser. The consummation directed selling efforts in the United States of America be made by the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound representatives in connection with the offer and will not result in a violation sale of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on of the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generallyNotes. (f) This Contract is The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a valid nominee or agent, and binding obligation not with a view to the resale or distribution of Purchaserany part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Securities. (g) Neither Purchaser nor any The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by the Transaction Documents, including, without limitation, the purchase of the Securities: (a) is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its affiliatesconstitutional documents or any amendment thereof; and (c) shall not violate, nor constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons a Governmental Authority (other than consents already obtained which are in full force and effect) under or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten pursuant to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder bond, debenture, note or other evidence of ▇▇▇▇▇▇ Pacific Propertiesindebtedness, Inc.indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party or by which the Purchaser or its property is bound, or (ii) any holder of a direct statute, rule, regulation, law or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇.ordinance, or ▇▇▇▇▇▇ Inc.any judgment, decree or order applicable to the holder Purchaser or any of its properties, other than in each of clause (i) and (ii) such violations, breaches or defaults that would not, individually or in aggregate, have a Material Adverse Effect on the ability of the Purchaser to perform its obligations hereunder. (h) This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate may not be offered, sold, pledged or otherwise transferred or assigned to any US Person and every purchaser of the securities represented by this certificate will be required to certify that it is not a US Person and is not acquiring the securities for the account or benefit of any indirect interest in PurchaserUS Person. Purchaser covenants The securities represented by this certificate were originally issued on October 18, 2010 and warrants that have not been registered under the representations Securities Act of 1933, as amended. The transfer of the securities represented by this certificate is subject to the conditions specified in the preceding sentences Note Purchase Agreement, dated as of this Section 6.5 will be true on October 18, 2010 and as amended and modified from time to time, between the Closing Company named therein and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to Purchaser or any permitted assignee such transfer. A copy of Purchasersuch conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

Purchaser’s Representations. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser isis a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and at the Closing shall be, is duly qualified and in good standing as a Delaware limited liability company authorized to transact business foreign corporation in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).; (b) Except for matters set forth in Section 9.03 and Section 10.12 below, Purchaser is or prior to Closing will be duly qualified pursuant to any and all applicable laws, statutes and regulations to own and operate the Assets; (c) Purchaser has the full legal right, power, all requisite power and authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”)carry on its business as presently conducted, to consummate enter into this Agreement and the transactions other documents and agreements contemplated hereby, to purchase the Assets on the terms described in this Agreement, and to perform its other obligations hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained. (c) This Contract this Agreement and the Purchaser Documents do not other documents and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaseragreements contemplated hereby. The consummation of the transactions transaction contemplated hereby by this Agreement will not result violate, nor be in a breach conflict with, any provision of Purchaser's charter, bylaws or constitute a default or event of default by Purchaser under any agreement to which Purchaser governing documents, or any of its assets are subject material agreement or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations instrument to which Purchaser is a party before or by which it is bound, or any court judgment, decree, order, statute, rule or other governmental authority which may have an adverse impact on regulation applicable to Purchaser; (d) The execution, delivery and performance of this Agreement and the transactions contemplated hereby.hereunder have been duly and validly authorized by all requisite corporate actions on the part of Purchaser; (e) This Agreement has been duly executed and delivered on behalf of Purchaser has not (i) made a and all documents required hereunder to be executed and delivered by Purchaser, whether at Closing or otherwise, shall have been duly executed and delivered. This Agreement does, and such documents shall, constitute legal, valid and binding obligations of Purchaser in accordance with their respective terms, subject to applicable bankruptcy and ether similar laws of general assignment for the benefit of application with respect to creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.; (f) This Contract is a valid and binding obligation There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or to the actual knowledge of Purchaser., threatened against Purchaser; (g) Neither Purchaser nor has arranged to have available by the Closing Date sufficient funds to enable the Purchaser to pay in full the Purchase Price as provided in Article 4, together with all costs and expenses relative thereto, and otherwise to perform its obligations under this Agreement; (h) Purchaser has or prior to Closing will have made financial arrangements which will be adequate to allow Purchaser to comply with all obligations relating to the ownership and operation of the Assets; (i) Seller shall not have any of its affiliates, nor obligation or liability to pay any of their respective partners, members, shareholders fee or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a compensation to any person or entity engaged by Purchaser in connection with whom United States persons this Agreement or entities are restricted from doing business under regulations the transaction contemplated herein; (j) Purchaser is purchasing and accepting the Assets "AS IS" without any express or implied warranty of OFAC any kind. Purchaser is entering into this transaction solely on the basis of Purchaser's own expertise, inspection, evaluation, familiarity with and knowledge of the Department of the Treasury (including those named Assets. Purchaser is not relying on OFAC’s Specially Designated and Blocked Persons List) or under any statuterepresentation, executive order (including the September 24estimate, 2001claim, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commitwarranty, Threaten to Commitstatement, data, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder information of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect kind made or provided to Purchaser or any permitted assignee of its employees, agents, consultants, etc., by Seller or any employee, agent, or other representative of Seller. No patent or latent condition affecting the Assets (or any Asset) in any way, whether now known or discovered or hereafter discovered, shall in any way affect any of Purchaser's obligations contained in this Agreement, or give rise to any right of or to damages, rescission, or any other legal or equitable right or remedy on behalf of Purchaser against Seller; and (k) PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, AS WELL AS ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OR THEIR CONDITION. PURCHASER IS ACQUIRING THE ASSETS IN AN "AS-IS, WHERE IS" CONDITION WITH ALL FAULTS.

Purchaser’s Representations. The Purchaser hereby represents and warrants to Seller as followsthe Vendor that: (a) Purchaser isit is a valid and subsisting corporation under and governed by the laws of Ontario and has the necessary authority, power and at capacity to enter into this Agreement and carry out the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).transactions contemplated herein; (b) Purchaser has the full legal right, power, authority this Agreement and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documentsdocuments and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legal, valid and binding obligations of the Purchaser, and no consent the completion of the transaction contemplated by this Agreement will not result in the violation of any other party is required that has not heretofore been obtained.of the terms and provisions of the constating documents or by-laws of the Purchaser; (c) This Contract the Purchaser is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking; (d) the Purchaser or its permitted assignee will on Closing be a GST registrant under the Excise Tax Act (Canada) and will provide its registration number or the registration number of its permitted assignee to the Vendor on or before the Closing Date; (e) no approval or consent of any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to this Agreement by the Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.and (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither neither the Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is permitted assignee is/will be a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, non-Canadian for the purposes of the Investment Canada Act (Canada). The representations and warranties contained in Sections 2.6 and 2.7 shall survive Closing for a period of six (6) months. The representations and warranties contained in this Section 6.5(g) Agreement will cease to have effect 6 months following the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder Closing Date except to the extent that written notice of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇claim has been made thereunder prior to that date.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.

Purchaser’s Representations. The Purchaser represents and warrants to Seller as followsthe Vendor that: (a) Corporate Standing The Purchaser isis a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, and at the Closing shall beis duly authorized and qualified to do business under all applicable laws, a Delaware limited liability company authorized regulations, ordinances and orders of public authorities to transact carry on its business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”)places and in the manner as now conducted. (b) Authorization; Validity of Obligations The representative of the Purchaser executing this Agreement has all requisite corporate power and authority to enter into and bind the Purchaser to the terms of this Agreement. The Purchaser has the full legal right, power, power and corporate authority to enter into this Agreement and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, . The execution and to perform its obligations hereunder and under delivery of this Agreement by the Purchaser Documentsand the performance by the Purchaser of the transactions contemplated herein has been duly and validly authorized by the Board of Directors of the Purchaser and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and no consent binding obligation of any other party is required that has not heretofore been obtained.the Purchaser enforceable in accordance with its terms; and (c) This Contract No Conflicts The execution, delivery and performance of this Agreement, the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions herein contemplated hereby and the fulfillment of the terms hereof will not not: (i) conflict with, or result in a breach or violation of the constating documents or by-laws of the Purchaser; (ii) conflict with, or result in a default (or would constitute a default but for a requirement of notice or event lapse of default by Purchaser time or both) under any document, agreement or other instrument to which the Purchaser is a party, or result in the creation or imposition of any Lien on any of the Purchaser's properties pursuant to (A) any law or regulation to which the Purchaser or any of its assets are subject property is subject, or bound and will not result in a violation of (B) any laws applicable to Purchaser. (d) There are no pending actionsjudgment, suits, proceedings order or investigations decree to which the Purchaser is a party before bound or any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby.of its property is subject; (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered result in termination or any impairment of any material permit, license, franchise, contractual right or other authorization of the appointment of a receiver to take possession of all or substantially all of its assets; Purchaser; (iv) suffered violate any law, order, judgment, rule, regulation, decree or ordinance to which the attachment or other judicial seizure of allPurchaser is subject, or substantially allby which the Purchaser is bound including, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlementwithout limitation, extension, or composition to its creditors generallythe Investment Canada Act. (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.

Purchaser’s Representations. To induce Seller to enter into this Agreement and to sell the Property, Purchaser represents and warrants to Seller as followsthat: (ai) Except for this Agreement, Purchaser is, and at has entered into no other purchase or commission agreement with respect to the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”)Property. (bii) Purchaser has shall pay at or prior to Closing all claims, liabilities or expenses associated with its inspection, permitting and development of the full legal right, power, authority and financial ability Property up to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtainedClosing Date. (c) This Contract and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (eiii) Purchaser has not (ia) made a general assignment for the benefit of creditors; , (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its Purchaser’s creditors; , (iiic) suffered the appointment of a receiver to take possession of all all, or substantially all all, of its Purchaser’s assets; , (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of its Purchaser’s assets; , or (ve) admitted in writing its inability to pay its debts as they become fall due; , and no such action is threatened or (vi) made an offer contemplated. If any of settlementsuch actions have been taken or brought against Purchaser, extension, then prior to the date hereof the same have been fully disclosed and Purchaser discharged therefrom so that there are no prohibitions or composition to its creditors generallyconditions upon Purchaser’s acquisition of the Property. (fiv) This Contract Neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated by this Agreement will result (either immediately or after the passage of time and/or the giving of notice) in breach or default by Purchaser under any agreement or understanding to which Purchaser is a party or by which Purchaser may be bound or which would have an effect upon Purchaser’s ability to fully perform its obligations under this Agreement. (v) Purchaser has the right, power and authority to execute, deliver and perform this Agreement without obtaining any consents or approvals from or the taking of any action with respect to, any third parties, and Purchaser has taken all required limited liability company action to enter into and perform its obligations under this Agreement. This Agreement, when executed and delivered by Purchaser and Seller, will constitute the valid and binding obligation agreement of Purchaser. (gvi) Neither None of Purchaser nor or any of its affiliatesAffiliates, nor any of their respective partnersdirectors, officers, members, shareholders or other equity ownersmanaging members, and none of their respective employees, officers, directorsagents, representatives and/or affiliates, has been, is now, or agents is shall be at any time prior to or at the Closing, an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively or individually as the context shall so require, a person “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity with whom having its principal place of business within the United States persons or entities are restricted any of its territories (collectively, a “U.S. Person”), is prohibited from doing transacting business under regulations of OFAC of the type contemplated by this Agreement, whether such prohibition arises under United Sates law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those named on OFAC’s Specially Designated executive orders and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing lists administered by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business so must limit their interactions to types approved by OFAC “Specially Designated Nationals and blocked Persons”) or otherwise. Neither Purchaser or any permitted assignee of Purchaserits Affiliates has been, is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a United Sates Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (vii) Neither Purchaser or any of its Affiliates: (A) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws. As used herein, the term “Anti-Money Laundering Laws” means laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Purchaser’s Representations. The Purchaser hereby represents and warrants to Seller and in favour of the Vendor that as followsof the date of this Agreement (unless otherwise specified) and as of the Closing Date: (a) the Purchaser isis (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a corporation existing and at governed by the Closing shall laws of the Province of Ontario and has, or will have, as the case may be, a Delaware limited liability company authorized the necessary corporate authority, power and capacity to transact business in own the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).Subject Assets and to enter into this Agreement and the documents and transactions contemplated herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Purchaser has hereunder and the full legal right, power, authority documents and financial ability to execute transactions contemplated herein have been duly and deliver this Contract, validly authorized by all requisite corporate proceedings of the Purchaser and all documents now or hereafter to be executed by it pursuant to this Contract constitute (collectively, the “Purchaser Documents”and will constitute at Closing), to consummate the transactions contemplated herebylegal, valid and to perform its binding obligations hereunder and under of the Purchaser Documents, enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the Transaction will conflict with or constitute a default under any Applicable Laws; and no approval or consent of any other party Governmental Authority is required that has not heretofore been obtained.in connection with the execution and delivery of this Agreement by the Purchaser and the completion of the Transaction by the Purchaser; (c) This Contract and the Purchaser Documents do not is duly registered, and will not contravene provisions if an affiliate of the charter documentsPurchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to collect the tax known as the goods and services tax from the Purchaser or such affiliate, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser.case may be; (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is a party before any court purchasing, or other governmental authority which if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be purchasing, the Subject Assets as principal for its own account and same are not being purchased by the Purchaser, or such affiliate, as the case may have be, as an adverse impact agent, trustee or otherwise on the transactions contemplated hereby.behalf of or for another Person; (e) the Purchaser has is not a non-Canadian within the meaning of the Investment Canada Act (i) made a general assignment for the benefit of creditorsCanada); (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.and (f) This Contract is a valid and binding obligation of Purchaser. (g) Neither the Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of has not retained the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder services of any indirect interest real estate broker or agent in Purchaser. Purchaser covenants and warrants that connection with the representations in the preceding sentences of transactions contemplated by this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of PurchaserAgreement.

Purchaser’s Representations. In connection with the subscription evidenced hereby, the Purchaser represents and warrants to Seller as followsthe Company that it: (a) has full power and authority to buy the common stock on the terms set forth herein. This Agreement has been duly executed and delivered by the Purchaser isand, assuming the due authorization, execution and at delivery hereof by the Closing shall beCompany, a Delaware limited liability company authorized to transact business constitutes the legal, valid and binding obligation of the Purchaser enforceable in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).accordance with its terms; (b) Purchaser has is acquiring the full legal rightcommon stock solely for its own account, power, authority and financial ability to execute and deliver this Contractfor investment, and all documents now or hereafter not with a view to be executed by it pursuant to this Contract (collectively, any subsequent "distribution" thereof within the “Purchaser Documents”), to consummate meaning of that term as defined in the transactions contemplated hereby, and to perform its obligations hereunder and under the Purchaser Documents, and no consent of any other party is required that has not heretofore been obtained.Securities Act; (c) This Contract and has been given the Purchaser Documents do not and will not contravene provisions opportunity to review all of the charter documentsfiles and business records of the Company including the articles of incorporation, by-laws, documents defining the rights of security holders, material contracts, and financial statements and to ask questions of and receive answers from the officers, directors, attorneys and accountants of the Company with respect to the Common Stock, the business of the Company and any other matters which he considered to be material and all such questions have been answered to its full satisfaction; (d) is purchasing the Common Stock without being furnished any offering literature or prospectus and has not been presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising; (e) has been advised that the Common Stock issuable under the terms of this letter agreement has not been registered under the Act; (f) is either an "Accredited Investor" as that term is defined in Securities and Exchange Commission Regulation D, promulgated under the Securities Act of 1933, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable a non-accredited investor who has demonstrated his financial sophistication and suitability to Purchaser. The consummation the satisfaction of the transactions contemplated hereby will not result Company, has sufficient financial and other resources to provide for his anticipated financial needs and has no need for liquidity with respect to his investment in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is a valid and binding obligation of Purchaser.Common Stock; (g) Neither Purchaser nor any has total investments in illiquid investments that are reasonable in relation to his net worth and can afford the total loss of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC his investment in the Common Stock; (h) understands that pending the completion of the Department of reclassification and reverse split described in the Treasury (including those named on OFAC’s Specially Designated Company's Schedule 14C Information statement dated February 10, 2003, such shares will be held in uncertificated form and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions Company's transfer agent will act as the duly authorized registrar with Persons Who Commit, Threaten respect to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include shares. (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants understands that the representations in the preceding sentences of this Section 6.5 Company will be true on the Closing issue stop transfer instructions to his transfer agent with respect to Purchaser the Common Stock and intends to place the following restrictive legend, or a legend similar thereto, on each certificate representing such securities: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND HAVE NOT BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. THESE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR APPLICABLE EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT." (j) will not assign, sell, transfer, convey or hypothecate any permitted assignee interest in the Common Stock to any person, unless in the opinion of Purchaser.counsel reasonably satisfactory to the Company the proposed transfer may be lawfully effected pursuant to Section 4(1) of the Act or under the applicable provisions of Securities and Exchange Commission Rule 144;

Purchaser’s Representations. The Purchaser represents and warrants to Seller as followsthat: (a) The Purchaser isunderstands that (i) the Common Stock have not been registered under the Act or registered or qualified under applicable state securities laws by reason of their issuance by the Company and the Stockholders, as applicable, in a transaction exempt from the registration and qualification requirements of the Securities Act and applicable state securities laws, and at (ii) the Common Stock may be transferred by the Purchaser only if a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws or is exempt from such registration or qualification. (b) The Purchaser has not employed any broker or finder or similar person in connection with the transactions contemplated by this Agreement. (c) The Company has made available to the Purchaser or its representatives all agreements, documents, records and books that the Purchaser has requested relating to an investment in the Common Stock. The Purchaser has had an opportunity to ask questions of, and receive answers from, Persons acting on behalf of the Company and the Stockholders concerning the terms and conditions of this investment. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of its investments in the Common Stock. (d) The Purchaser further understands that this Agreement is made with the Purchaser in reliance in part upon the Purchaser's representations to the Company contained in this Section. (e) As of the Closing Date, the Purchaser shall behave the authorized, issued and outstanding capitalization set forth in its financial statements dated September 30, 1999 (the "Purchaser Financial Statement Date"), a Delaware limited liability company copy of which are attached as Appendix 6A hereto (the "Purchaser Financial Statements"), except that the Purchaser has issued additional shares of common stock since the Purchaser Financial Statement Date such that the number of shares of common stock outstanding is now approximately 7,300,000, but not more than 7,400,000; all of the outstanding shares of Common Stock of the Purchaser is duly authorized to transact business and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights; there are no classes of capital stock or securities of the Purchaser except those disclosed in the State Financial Statements; all of Californiathe shares of common stock of the Purchaser representing Purchase Price will be validly issued and outstanding; the Seller will be vested with good and marketable title to the Purchased Shares, free and clear of all liens, encumbrances, equities and claims, security interests, agreements, rights of third parties or restrictions on transferability ("Liens") (other than those imposed by this Agreement and the Act and the securities or "Blue Sky" laws of certain jurisdictions); except as disclosed in the Purchaser Financial Statements, there are no (i) options warrants or other rights to purchase, (ii) agreements or other obligations to issue or (iii) other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests (including preferred stock) in the Purchaser. The sole member Purchaser does not own, directly or indirectly, any shares of capital stock or any other equity or long term debt securities or have any equity interest in any firm, partnership, joint venture or other entity. (f) The Purchaser is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own its properties and conduct its business as now conducted; copies of the current Certificate of Incorporation and Bylaws of the Purchaser are attached as Exhibits 6B and 6C hereto. The Purchaser is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so filed would not, individually or in the aggregate, have a material adverse effect on the era affairs, management, business, condition (financial or otherwise), prospects or results of operations of the Purchaser. (g) The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser Registration Rights Agreement and perform its obligations hereunder and thereunder and to assume the Company Registration Rights Agreement from the Purchaser. This Agreement has been executed and delivered, and, this Agreement and the Company Registration Rights Agreement as assumed hereunder each constitutes the valid and legally binding agreement of the Purchaser and the Purchaser, enforceable against the Purchaser and the Purchaser and in accordance with its terms, except that (A) the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought and (B) any rights to indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations. (h) No consent, approval, authorization, order of, license, filing, recording or registration with or exemption by any court or governmental agency or body or third party is required for (i) the issuance and sale by the Purchaser to the Seller of the shares of common stock representing the Purchase Price, or (ii) the consummation by the Purchaser of the other transactions contemplated hereby, except such as have been obtained and such as may be required under state securities or "Blue Sky" laws in connection with the purchase and resale of the Purchased Shares by the Purchaser. The Purchaser is not (i) in violation of its Articles of Incorporation or bylaws, (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to any of them or any of their respective properties or assets, or (iii) in breach of or default under (nor has any event occurred which, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument (collectively, a "Contract"). (i) There is not pending or, to the knowledge of the Purchaser and/or Purchaser, threatened, any action, suit, proceeding, inquiry or investigation to which the Purchaser is a party, or to which the property or assets of the Purchaser is subject, before or brought by any court, arbitrator or governmental agency or body. (j) The Purchaser has filed all necessary federal, state and foreign income and franchise tax returns (the "Returns"), and has paid all taxes shown as due thereon. The Returns accurately reflect in all material respects all liability for taxes of the Purchaser for the periods concerned thereby and there is no tax deficiency that has been asserted against the Purchaser that would have, individually or in the aggregate, a Material Adverse Effect. (k) The Purchaser Financial Statements present fairly in all material respects the financial position, results of operations and cash flows of the Purchaser the dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as otherwise stated therein. Reel and ▇▇▇▇▇▇▇▇ ▇.▇., whose general partner (the "Independent Accountants") is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”)an independent public accounting firm within the meaning of the federal securities laws. (bl) Since the Purchaser Financial Statement Date, except as disclosed in filings with the United States Securities and Exchange Commission, (i) the Purchaser has not incurred any liabilities or obligations, direct or contingent, or entered into or agreed to enter into any transactions or contracts (written or oral) not in the full legal rightordinary course of business, powerwhich liabilities, authority and obligations, transactions or contracts would, individually or in the aggregate, be material to the general affairs, management, business, condition (financial ability or otherwise), prospects or results of operations of the Purchaser, (ii) the Purchaser has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock (other than with respect to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectivelyany of such Subsidiaries, the “purchase of, or dividend or distribution on, capital stock owned by the Company), (iii) there shall not have been any material change in the capital stock or long-term indebtedness of the Purchaser Documents”and (iv) no event or circumstance has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business or property of the Purchaser. (m) The Purchaser does not have any liability for any prohibited transaction or funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), to consummate which the Purchaser makes or ever has made a contribution and in which any employee of the Purchaser is or has ever been a participant. With respect to such plans, the Purchaser is in compliance in all material respects with all applicable provisions of ERISA. (n) The Purchaser (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals. (o) The Purchaser is not and will not be an "investment company" or "promoter" or "principal underwriter" for an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (p) Immediately after the consummation of the transactions contemplated by this Agreement, the fair value and present fair salable value of the assets of the Purchaser will exceed the sum of its stated liabilities and identified contingent liabilities; the Purchaser is not, and will not be, after giving effect to the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, and (a) left with unreasonably small capital with which to perform carry on its obligations hereunder and under the Purchaser Documentsbusiness as it is proposed to be conducted, and no consent of any other party is required that has not heretofore been obtained. (cb) This Contract and the Purchaser Documents do not and will not contravene provisions of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability unable to pay its debts (contingent or otherwise) as they become due; mature or (vic) made an offer of settlement, extension, or composition to its creditors generallyotherwise insolvent. (fq) This Contract It is a valid not necessary in connection with the offer, sale and binding obligation delivery of Purchaserthe common stock of the Purchaser representing the Purchaser Price being transferred to the Seller in the manner contemplated by this Agreement to register any of such common stock under the Act. (gr) Neither The Purchaser has not taken, nor will any of its affiliatesthem take, nor directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of their respective partners, members, shareholders or other equity owners, and none the price of their respective employees, officers, directors, representatives or agents is a person or entity the securities of the Purchaser being transferred to the Seller hereunder as the Purchase Price. (s) No filing made by the Purchaser with whom the United States persons Securities and Exchange Commission or entities are restricted from doing business under regulations of OFAC of the Department of the Treasury state government or agency regulating securities (including those named reports on OFAC’s Specially Designated and Blocked Persons ListForm 10-K or 10-Q) or under includes any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and statement that is not and will not knowingly engage misleading in any dealings material respect or transactions or be otherwise associated with omits any information that makes such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “filing misleading in any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇material respect.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser.

Purchaser’s Representations. Each Purchaser hereby represents and warrants to Seller the Company as follows: (ai) Purchaser it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on May __, 1999, and have not been registered under the Securities Act of 1933, as amended or the securities laws of any state. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of May __, 1999 and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (ii) it is, if an entity, an entity duly organized, validly existing and at in good standing under the Closing shall be, a Delaware limited liability company authorized laws of the jurisdiction of its organization and is qualified to transact do business in every jurisdiction in which its lease or ownership of property or conduct of business requires it to so qualify, except where the State failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of California. The sole member of such Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”). (b) Purchaser has the full legal right, power, authority and financial or on such Purchaser's ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder (a "Purchaser Material Adverse Effect"). It possesses all requisite power and under authority (corporate or otherwise) and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement, except for such licenses, permits and authorizations as the failure to possess would not reasonably be expected to have a Purchaser Documents, and no consent of any other party is required that has not heretofore been obtainedMaterial Adverse Effect. (ciii) This Contract The execution, delivery and the Purchaser Documents do not and will not contravene provisions performance of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to this Agreement have been duly authorized by such Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is Agreement constitutes a valid and binding obligation of such Purchaser. (g) Neither , enforceable in accordance with its terms. The execution and delivery by such Purchaser nor any of its affiliatesthis Agreement, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC the purchase of the Department Preferred Stock hereunder and the fulfillment of and compliance with the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statuteterms hereof by such Purchaser, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is do not and will would not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder conflict with or result in the breach of ▇▇▇▇▇▇ Pacific Propertiesthe terms, Inc.conditions or provisions of, (ii) any holder of constitute a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or default under, (iii) result in the creation of any limited partnerlien, unit holder security interest, charge or shareholder owning an interest encumbrance upon such Purchaser's securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) other than pursuant to applicable securities laws, rules and regulations, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the organization documents of five percent (5%) or less in such Purchaser, ▇▇▇▇▇▇ ▇.▇.or any law, statute, rule or regulation to which such Purchaser is subject, or ▇▇▇▇▇▇ Inc.any agreement, instrument, order, judgment or decree to which such Purchaser is subject. (iv) Such Purchaser is an "accredited investor" as defined in Regulation D promulgated under the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of PurchaserSecurities Act.

Purchaser’s Representations. The Purchaser hereby represents and warrants to Seller and in favour of the Vendor that as followsof the date of this Agreement (unless otherwise specified) and as of the Closing Date: (a) the Purchaser isis (or if an affiliate of the Purchaser will be taking title to the Subject Assets at Closing, such affiliate will be at Closing) a corporation existing and at governed by the Closing shall laws of the Province of Ontario and has, or will have, as the case may be, a Delaware limited liability company authorized the necessary corporate authority, power and capacity to transact business in own the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”).Subject Assets and to enter into this Agreement and the documents and transactions contemplated herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Purchaser has hereunder and the full legal right, power, authority documents and financial ability to execute transactions contemplated herein have been duly and deliver this Contract, validly authorized by all requisite corporate proceedings of the Purchaser and all documents now or hereafter to be executed by it pursuant to this Contract constitute (collectively, the “Purchaser Documents”and will constitute at Closing), to consummate the transactions contemplated herebylegal, valid and to perform its binding obligations hereunder and under of the Purchaser Documents, enforceable against the Purchaser in accordance with its and their terms; and neither the entering into nor delivery of this Agreement nor the completion by the Purchaser of the Transaction will conflict with or constitute a default under any Applicable Laws; and no approval or consent of any other party Governmental Authority is required that has not heretofore been obtained.in connection with the execution and delivery of this Agreement by the Purchaser and the completion of the Transaction by the Purchaser; (c) This Contract and the Purchaser Documents do not is duly registered, and will not contravene provisions if an affiliate of the charter documentsPurchaser will be taking title to the Subject Assets at Closing, such affiliate will be duly registered, in virtue of Subsection (d) of Section V of Part IX of the Excise Tax Act (Canada), and in consequence, in virtue of paragraph 221(2)(b) of such law, the Vendor is not obliged to collect the tax known as the goods and services tax from the Purchaser or such affiliate, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser.case may be; (d) There are no pending actions, suits, proceedings or investigations to which the Purchaser is purchasing the Subject Assets as principal for its own account and same are not being purchased by the Purchaser as an agent, trustee or otherwise on behalf of or for another Person and, the Purchaser is not Purchasing the Subject Assets, in whole or in part, on behalf of, nor is it in a party before partnership, co-ownership, or joint venture with, in connection with the purchase of the Subject Assets, any court Person that is an affiliate of the Vendor, and/or any officer, director, shareholder or other governmental authority which may have an adverse impact on the transactions contemplated hereby.employee of any such Person; (e) except for this Agreement and the Closing Documents to be delivered in connection therewith, the Purchaser has not (i) made a general assignment for not, with respect to the benefit Subject Assets, entered into any contractual arrangements with any former or current director, officer, and/or employee of creditors; (ii) filed the Vendor, any voluntary petition in bankruptcy or suffered affiliate of the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of allVendors, or substantially all, any Person controlled by any of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.the foregoing; (f) This Contract the Purchaser is not a valid and binding obligation non-Canadian within the meaning of Purchaser.the Investment Canada Act (Canada); and (g) Neither the Purchaser nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC of has not retained the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder services of any indirect interest real estate broker or agent in Purchaser. Purchaser covenants and warrants that connection with the representations in the preceding sentences of transactions contemplated by this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of PurchaserAgreement.

Purchaser’s Representations. Purchaser hereby represents and warrants to Seller as followsthe Company that: a) It is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the Securities Act) and it understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Securities in any country or jurisdiction where action for that purpose is required. It is not acquiring the Securities for the account or benefit of any U.S. persons except in accordance with exemption from registration requirements of the Securities Act or in a transaction not subject thereto. b) It is not acquiring the Securities with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States of America or any other applicable jurisdiction. c) It (A) agrees that it will not offer, sell or otherwise transfer any of the Securities nor, unless in compliance with the Securities Act, engage in hedging transactions involving such securities, on or prior to (x) the date which is 40 days (in the case of the Notes) or one year (in the case of the Warrants) after the later of the date of the commencement of the offering and the date of original issuance (or of any predecessor of any Securities proposed to be transferred by the Purchaser) and (y) such later date, if any, as may be required by applicable law, except (a) Purchaser isto the Company, and at the Closing shall be, a Delaware limited liability company authorized to transact business in the State of California. The sole member of Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”). (b) Purchaser has the full legal right, power, authority and financial ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder and a registration statement that has been declared effective under the Purchaser DocumentsSecurities Act, and no consent of any other party is required that has not heretofore been obtained. (c) This Contract for so long as any Securities are eligible for resale pursuant to Rule 144A under the Securities Act, to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A that purchases for its own account or for the account of another qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Persons who are not “U.S. Persons” (within the Purchaser Documents do not and will not contravene provisions meaning of Regulation S) that occur outside the United States of America within the meaning of Regulation S or (e) pursuant to any other available exemption from the registration requirements of the charter documentsSecurities Act, and (B) agrees that it will give to each person to whom such Securities are transferred a notice substantially to the effect of this paragraph. d) The Purchaser acknowledges that the Securities are “restricted securities” as amendeddefined in Rule 144 under the Securities Act and subject to resale restrictions during the period set forth in Rule 144. e) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the Securities Act), general solicitation or bylaws, as amended, general advertising in violation of Purchaser, the Securities Act has been or will be used nor will any judgment, order, decree, writ or injunction issued against Purchaser, or any provision offers by means of any laws applicable to Purchaser. The consummation directed selling efforts in the United States of America be made by the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound representatives in connection with the offer and will not result in a violation sale of any laws applicable to Purchaserof the Notes. f) The Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person, directly or indirectly, to sell, transfer, distribute or grant participations to such Person or to any third Person, with respect to any of the Securities. g) The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated by the Transaction Documents, including, without limitation, the purchase of the Securities: (da) There is within its power and authority and has been duly authorized by all necessary action; (b) does not contravene the terms of its constitutional documents or any amendment thereof; and (c) shall not violate, constitute a breach of or a default (with the passage of time or otherwise) under, or require the consent of any person or a Governmental Authority (other than consents already obtained which are no pending actionsin full force and effect) under or pursuant to (i) any bond, suitsdebenture, proceedings note or investigations other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which the Purchaser is a party before or by which the Purchaser or its property is bound, or (ii) any court statute, rule, regulation, law or ordinance, or any judgment, decree or order applicable to the Purchaser or any of its properties, other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not than in each of clause (i) made a general assignment for the benefit of creditors; and (ii) filed any voluntary petition such violations, breaches or defaults that would not, individually or in bankruptcy or suffered aggregate, have a Material Adverse Effect on the filing ability of an involuntary petition by the Purchaser to perform its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generallyobligations hereunder. (fh) This Contract Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it and assuming that it is binding on and enforceable against the Company, this Agreement constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of Purchasergeneral application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (gi) Neither Purchaser nor Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: “The securities represented by this certificate may not be offered, sold, pledged or otherwise transferred or assigned to any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, US Person and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC every purchaser of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten securities represented by this certificate will be required to Commit, or Support Terrorism), or other governmental action certify that it is not a US Person and is not acquiring the securities for the account or benefit of any US Person. The securities represented by this certificate were originally issued on May ____, 2008 and will have not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entitiesbeen registered under the Securities Act of 1933, as amended. Notwithstanding anything contained herein The transfer of the securities represented by this certificate is subject to the contraryconditions specified in the Note and Warrant Purchase Agreement, for dated as of May ___, 2008 and as amended and modified from time to time, between the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity ownersCompany named therein and certain investors, and none the Company reserves the right to refuse the transfer of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder of ▇▇▇▇▇▇ Pacific Properties, Inc., (ii) any holder of a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or (iii) any limited partner, unit holder or shareholder owning an interest of five percent (5%) or less in Purchaser, ▇▇▇▇▇▇ ▇.▇., or ▇▇▇▇▇▇ Inc., or the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing securities until such conditions have been fulfilled with respect to Purchaser or any permitted assignee such transfer. A copy of Purchasersuch conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

Purchaser’s Representations. Each Purchaser hereby represents and warrants to Seller the Company as follows: (ai) Purchaser it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws. Each certificate or instrument representing Restricted Securities shall be imprinted with a legend in substantially the following form: "The securities represented by this certificate were originally issued on September __, 1999, and have not been registered under the Securities Act of 1933, as amended or the securities laws of any state. The transfer of the securities represented by this certificate is subject to the conditions specified in the Purchase Agreement, dated as of September __, 1999 and as amended and modified from time to time, between the issuer (the "Company") and certain investors, and the Company reserves the right to refuse the transfer of such securities until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge." (ii) it is, if an entity, an entity duly organized, validly existing and at in good standing under the Closing shall be, a Delaware limited liability company authorized laws of the jurisdiction of its organization and is qualified to transact do business in every jurisdiction in which its lease or ownership of property or conduct of business requires it to so qualify, except where the State failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of California. The sole member of such Purchaser is ▇▇▇▇▇▇ ▇.▇., whose general partner is ▇▇▇▇▇▇ Pacific Properties, Inc., a Maryland corporation (“▇▇▇▇▇▇ Inc.”). (b) Purchaser has the full legal right, power, authority and financial or on such Purchaser's ability to execute and deliver this Contract, and all documents now or hereafter to be executed by it pursuant to this Contract (collectively, the “Purchaser Documents”), to consummate the transactions contemplated hereby, and to perform its obligations hereunder (a "Purchaser Material Adverse Effect"). It possesses all requisite power and under authority (corporate or otherwise) and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by this Agreement, except for such licenses, permits and authorizations as the failure to possess would not reasonably be expected to have a Purchaser Documents, and no consent of any other party is required that has not heretofore been obtainedMaterial Adverse Effect. (ciii) This Contract The execution, delivery and the Purchaser Documents do not and will not contravene provisions performance of the charter documents, as amended, or bylaws, as amended, of Purchaser, any judgment, order, decree, writ or injunction issued against Purchaser, or any provision of any laws applicable to this Agreement have been duly authorized by such Purchaser. The consummation of the transactions contemplated hereby will not result in a breach or constitute a default or event of default by Purchaser under any agreement to which Purchaser or any of its assets are subject or bound and will not result in a violation of any laws applicable to Purchaser. (d) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated hereby. (e) Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension, or composition to its creditors generally. (f) This Contract is Agreement constitutes a valid and binding obligation of such Purchaser. (g) Neither , enforceable in accordance with its terms. The execution and delivery by such Purchaser nor any of its affiliatesthis Agreement, nor any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents is a person or entity with whom United States persons or entities are restricted from doing business under regulations of OFAC the purchase of the Department Preferred Stock hereunder and the fulfillment of and compliance with the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statuteterms hereof by such Purchaser, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is do not and will would not knowingly engage in any dealings or transactions or be otherwise associated with such persons or entities. Notwithstanding anything contained herein to the contrary, for the purposes of this Section 6.5(g) the phrase “any of their respective partners, members, shareholders or other equity owners, and none of their respective employees, officers, directors, representatives or agents” and all similar such phrases shall not include (i) any shareholder conflict with or result in the breach of ▇▇▇▇▇▇ Pacific Propertiesthe terms, Inc.conditions or provisions of, (ii) any holder of constitute a direct or indirect interest in a publicly traded company whose shares are listed and traded on a United States national stock exchange or default under, (iii) result in the creation of any limited partnerlien, unit holder security interest, charge or shareholder owning an interest encumbrance upon such Purchaser's securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) other than pursuant to applicable securities laws, rules and regulations, require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the organization documents of five percent (5%) or less in such Purchaser, ▇▇▇▇▇▇ ▇.▇.or any law, statute, rule or regulation to which such Purchaser is subject, or ▇▇▇▇▇▇ Inc.any agreement, instrument, order, judgment or decree to which such Purchaser is subject. (iv) Such Purchaser is an "accredited investor" as defined in Regulation D promulgated under the holder of any indirect interest in Purchaser. Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of PurchaserSecurities Act.