Common use of Section 1031 Exchange Clause in Contracts

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that: (i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchange.

Section 1031 Exchange. Purchaser and Seller acknowledge that either Either party (such party, the “Exchange Party”) may wish consummate the purchase of the Property as part of a so-called “like kind” exchange (“Exchange”), including a “reverse” exchange pursuant to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”), provided that: (i) the Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to the Exchange Party’s obligations under this Agreement; (ii) the Exchange Party shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and otherwise in complete compliance with the terms and provisions of this Agreement; (iii) if Purchaser is the Exchange Party, then Seller shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange or otherwise incur any liability in connection with an Exchange; and (iv) the Exchange Party shall pay any additional costs that would not otherwise have been incurred by the non-Exchange Party had the Exchange Party not consummated the transaction through an Exchange. Each Neither party shall by the terms set forth in this Section 10.24 or acquiescence to the Exchange (a) have its rights under this Agreement affected or diminished in any manner or (b) be responsible for compliance with or be deemed to have warranted to the Exchange Party that the Exchange in fact complies with Section 1031 of the Code or any other applicable law, rule or regulation. Subject always to the foregoing, each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that: (i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangeExchange.

Section 1031 Exchange. Purchaser Each Seller and Seller acknowledge Buyer hereby agree that Buyer shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either party may wish to structure this transaction as in whole or in part, with the requirements of a tax deferred exchange of like-kind property within the meaning of exchange pursuant to Section 1031 of the Internal Revenue Code. Each party Likewise, each Seller shall have the right at any time prior to the Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event a Party assigns its rights under this Agreement pursuant to this Section 14.15, such Party agrees to reasonably cooperate with notify the other party Parties in writing of such assignment at or before the Closing. If a Seller assigns its rights under this Agreement for this purpose, Buyer agrees to effect consent to such an exchange; providedSeller’s assignment of its rights in this Agreement and pay such Seller’s portion of the Purchase Price (or designated portion thereof and as adjusted pursuant hereto) into a qualified escrow or qualified trust account at the Closing as directed in writing. If Buyer assigns its rights under this Agreement for this purpose, however, that: each Seller agrees to (i) consent to Buyer’s assignment of its rights in this Agreement, (ii) accept its portion of the cooperating party Purchase Price (or designated portion thereof and as adjusted pursuant hereto) from the qualified escrow or qualified trust account at the Closing, and (iii) at the Closing, convey and assign directly to Buyer the Assets upon satisfaction of the other conditions to the Closing and other terms and conditions hereof. Buyer and Sellers acknowledge and agree that (a) the Closing shall not be required delayed or effected by reason of any assignment of this Agreement as described in this Section 14.15, (b) any assignment of this Agreement to acquire or take title to any exchange property; (ii) the cooperating party a Qualified Intermediary shall not be required to incur release any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party Party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default their respective liabilities and obligations under this Contract Agreement, (c) no Party, by the effectuating partyits consent granted under this Section 14.15, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall will be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent for any tax or other consequences Party’s compliance with the requirements of a like-kind exchange under Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; Code and (viid) the Closing Date shall not that no Party represents to another Party that any particular tax treatment will be changed given to any Party as a result of such exchangethereof.

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish Each Party agrees to structure this transaction as cooperate with the other Party to accommodate such other Party in effectuating a tax deferred like kind exchange of like-kind property within the meaning of (an “Exchange”) under Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate Code in connection with the other party to effect such an exchange; providedpurchase and sale of the Purchased Assets, however, provided that: (i) the cooperating party Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non-exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation real property for the payment purposes of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract consummating an Exchange desired by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal other Party; and not of a surety or guarantor; (iv) the effectuating party exchanging Party shall give pay any additional costs that would not otherwise have been incurred by the cooperating party at least ten (10) Business Days prior notice of non-exchanging Party had the proposed changes required to effect such exchange exchanging Party not consummated the transaction through an Exchange and the identity of exchanging Party shall indemnify the non-exchanging Party against any party such additional costs or liabilities. No Party shall by this Agreement or acquiescence to be substituted an Exchange desired by the other Party have its rights under this Agreement affected or diminished in the Escrow; (v) the effectuating party shall any manner or be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or other consequences have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangeCode.

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish Each Party shall have the right to structure this transaction as elect to effect a tax tax-deferred exchange of like-kind property within the meaning of under Code Section 1031 of (an “Exchange”) for the Internal Revenue CodePurchased Assets at any time prior to the Closing Date. Each party If such Party elects to effect an Exchange, the other Party agrees to reasonably cooperate with such Party to accommodate such other Party in effectuating the other party Exchange and to execute escrow instructions, documents, agreements or instruments to effect such an exchange; providedthe Exchange, however, provided that: (i) the cooperating party Closing shall not be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement, (ii) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights or obligations under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its liabilities or obligations to the non-exchanging Party under this Agreement or expand any liabilities or obligations of the non-exchanging Party under this Agreement, (iii) no Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation real property for the payment purposes of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract consummating an Exchange desired by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal other Party; and not of a surety or guarantor; (iv) the effectuating party exchanging Party shall give pay any additional costs, expenses, fees or liabilities that would not otherwise have been incurred by the cooperating party at least ten (10) Business Days prior notice of non-exchanging Party had the proposed changes required to effect such exchange exchanging Party not consummated the transaction through an Exchange and the identity of exchanging Party shall indemnify the non-exchanging Party against any party such additional costs or liabilities (including reasonable attorney’s fees). No Party shall by this Agreement or acquiescence to be substituted an Exchange desired by the other Party have its rights under this Agreement affected or diminished in the Escrow; (v) the effectuating party shall any manner or be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or other consequences have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangeCode.

Section 1031 Exchange. Purchaser and Seller The parties acknowledge that either party the conveyance of the Property to Purchaser may wish to structure this transaction be structured by Purchaser as a tax deferred exchange of like-kind property within the meaning of exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue CodeCode and federal cases interpreting this rule (an “Exchange”). Each party Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other party properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to effect such an exchange; providedthe EAT or EATs organized by Purchaser’s qualified intermediary, howeverand shall to the extent of the assignment, that: treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (ia) the cooperating party Seller shall not be required to acquire or take hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to any exchange property; review and approval (ii) the cooperating party which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to incur any expense (excluding attorneys’ fees) or liability whatsoever execute in connection with any Exchange, and (c) in the exchange, including, without limitation, any obligation for the payment event of any escrowExchange, title, brokerage or other costs incurred and notwithstanding that in connection with respect such Exchange record title to the exchange; (iii) no substitution Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the effectuating party benefit of Seller and shall release said party from any of its obligations, warranties or representations set forth be enforceable by Seller against Purchaser to the extent provided in this Contract or from liability for any prior or subsequent default under this Contract Agreement as though the Property had been conveyed directly by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required Seller to effect such exchange Purchaser and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event be responsible forthe Exchange is not consummated, or in any way be deemed to warrant or represent any the event Purchaser does not achieve the desired tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangetreatment.

Section 1031 Exchange. Purchaser and Seller The parties acknowledge that either party the conveyance of the Property to Purchaser may wish to structure this transaction be structured by Purchaser as a tax deferred exchange of like-kind property within the meaning of exchange (including a “reverse exchange”) pursuant to Section 1031 of the Internal Revenue CodeCode and federal cases interpreting this rule (an “Exchange”). Each party Seller agrees to reasonably cooperate with Purchaser in effecting such Exchange, provided that Purchaser shall bear all of the expenses and liabilities associated therewith, Seller shall not be subject to any liability, and provided further that Purchaser’s ability to undertake any such exchange shall not in any manner be considered a condition of Purchaser’s obligations under this Agreement and the same shall not delay the 42 Closing. It is contemplated that Purchaser may assign this Agreement to a “qualified intermediary” pursuant to Treasury Regulation Section 1.103(k)-I(g)4(v) and/or Purchaser may cause the Property to be conveyed (i.e., “parked”) with an EAT organized by a qualified intermediary pending Purchaser’s sale of other party properties owned by Purchaser (its “relinquished property”) as part of the Exchange. Accordingly, in the event of such assignment and/or “parking” arrangement, Seller shall, upon notice from Purchaser, convey the Property at Closing to effect such an exchange; providedthe EAT or EATs organized by Purchaser’s qualified intermediary, howeverand shall to the extent of the assignment, that: treat the qualified intermediary and/or EAT(s) as the valid assignee of Purchaser’s rights hereunder. Notwithstanding anything contained herein, (ia) the cooperating party Seller shall not be required to acquire or take hold legal or beneficial title to, or any other interest, in any property for purposes of consummating Purchaser’s Exchange, (b) Seller shall have the right to any exchange property; review and approval (ii) the cooperating party which approval shall not be unreasonably withheld, conditioned or delayed) all documents Seller is required to incur any expense (excluding attorneys’ fees) or liability whatsoever execute in connection with any Exchange, and (c) in the exchange, including, without limitation, any obligation for the payment event of any escrowExchange, title, brokerage or other costs incurred and notwithstanding that in connection with respect such Exchange record title to the exchange; (iii) no substitution Property may be conveyed by Seller to an accommodation entity which thereupon will later convey title to the Property to Purchaser, all covenants, agreements and indemnifications of Purchaser pursuant to this Agreement shall be deemed to be made by Purchaser, shall survive any conveyance by Seller to an accommodation party, shall continue in favor of and inure to the effectuating party benefit of Seller and shall release said party from any of its obligations, warranties or representations set forth be enforceable by Seller against Purchaser to the extent provided in this Contract or from liability for any prior or subsequent default under this Contract Agreement as though the Property had been conveyed directly by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required Seller to effect such exchange Purchaser and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party exchange shall in no way reduce, abridge or modify any of Purchaser’s obligations or any of Seller’s rights or remedies hereunder. Seller will have no liability to Purchaser under or in connection with any Exchange, including in the event be responsible forthe Exchange is not consummated, or in any way be deemed to warrant or represent any the event Purchaser does not achieve the desired tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangetreatment.

Section 1031 Exchange. Either Seller or Purchaser and Seller acknowledge that either party may wish consummate the sale or purchase, as applicable, of any portion of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided”), however, provided that: (ia) the cooperating party Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to Purchaser’s or Seller’s obligations under this Agreement; (b) Seller or Purchaser, as applicable, shall effect an Exchange through an assignment of its rights under this Agreement (other than with respect to any reimbursement obligations, and any representations or warranties made by the other Party, which shall not be assigned and shall in all events be deemed to have been made to the participating Party only) to a qualified intermediary pursuant to an assignment agreement in form reasonably satisfactory to the non-participating Party; (c) to the extent Seller participates in an Exchange, Purchaser shall not be required to acquire or acquire, take title to or obtain an equitable interest in any exchange propertyreal property other than the Property; (iid) to the cooperating party extent Purchaser participates in an Exchange, Seller shall not be required to incur acquire, take title to or obtain an equitable interest in any expense real property; and (excluding attorneys’ feese) Seller’s or liability whatsoever Purchaser’s assignment of its rights hereunder, as applicable, to a qualified intermediary in connection with the exchange, including, without limitation, an Exchange shall not limit or modify in any obligation for the payment of manner whatsoever any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its covenants, obligations, agreements, representations or warranties or representations of such participating Party set forth in this Contract Agreement, all of which shall remain in full force and effect and shall constitute the primary liability of such participating Party in all events. Neither Party shall by this Agreement or from liability for any prior acquiescence to an Exchange by the other party (i) have such non-participating party’s rights, obligations or subsequent default liabilities under this Contract by the effectuating partyAgreement modified, its successorsexpanded or diminished in any manner, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (ivii) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance or in any way be deemed to warrant or represent any tax or other consequences have warranted to the participating party that the participating party’s Exchange in fact complies with Section 1031 of the exchange transaction Code. Any increased costs arising from an Exchange shall be borne by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of Party participating in such exchangeExchange.

Section 1031 Exchange. Purchaser and If Seller acknowledge that either party may wish or Buyer (the “Requesting Party”) wishes to structure this transaction as effect a tax qualifying tax-deferred exchange of like-kind property within the meaning of or exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code. Each ”), then the other party agrees to (the “Cooperating Party”) shall reasonably cooperate with the other party Requesting Party and any escrow holder or exchange facilitator selected by the Requesting Party to effect the same, either through assignment by the Requesting Party of the rights (but not the obligations) of the Requesting Party under this Agreement to a qualified intermediary or through other means determined by the Requesting Party, and the Cooperating Party shall execute such an exchange; provideddocuments as may be reasonably requested by the Requesting Party, however, that: provided that notwithstanding anything herein to the contrary (i) the cooperating party Requesting Party’s election to effect a tax-deferred exchange shall not create any additional conditions to the Closing, (ii) the Cooperating Party shall not be required to acquire or take title to any exchange property; (ii) property other than the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchangeProperty, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed extended or delayed in connection with consummation of such exchange(s), (iv) neither Buyer nor Seller will be relieved of its duties or obligations under this Agreement or the closing documents executed in connection with this Agreement by virtue of such exchange(s), and (v)the Cooperating Party shall not be obligated to incur any additional liability or financial obligations as a result consequence of the Requesting Party’s exchange(s) other than typical, reasonable expenses to review proposed exchange documentation. The Requesting Party, in electing to structure the acquisition/sale as an exchange, shall have the right to substitute, assign, or delegate its rights and duties to one or more entities or persons who will be the Requesting Party’s qualified intermediary as or buyer, as the case may be, in such exchangeparty’s place and stead; provided, however, the Requesting Party shall remain liable for any breach of this Agreement.

Section 1031 Exchange. Purchaser ASSIGNOR and Seller acknowledge ASSIGNEE hereby agree that ASSIGNEE shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a “Qualified Intermediary” (as that term is defined in Section 1.1031(k)1(g)(4)(iii) of the Treasury Regulations) in order to accomplish the transaction in a manner that will comply, either party may wish in whole or in part, with the requirements of a like- kind exchange pursuant to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”). Each Likewise, ASSIGNOR shall have the right at any time prior to Closing to assign all or a portion of its rights under this Agreement to a Qualified Intermediary for the same purpose. In the event either party assigns its rights under this Agreement pursuant to this Section 2.7, such party agrees to reasonably cooperate with notify the other party in writing of such assignment at or before Closing. If ASSIGNOR assigns its rights under this Agreement for this purpose, ASSIGNEE agrees to effect such an exchange; provided(a) consent to ASSIGNOR’s assignment of its rights in this Agreement substantially in the form attached hereto as Exhibit B-1, howeverand (b) pay the Purchase Price into a qualified escrow or qualified trust account at Closing as directed in writing upon satisfaction of the other conditions to Closing and other terms and conditions hereof. If ASSIGNEE assigns its rights under this Agreement for this purpose, that: ASSIGNOR agrees to (i) consent to ASSIGNEE’s assignment of its rights in this Agreement substantially in the cooperating party shall not be required to acquire or take title to any exchange property; form of Exhibit B-2, (ii) accept the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) Purchase Price from the qualified escrow or liability whatsoever in connection with the exchangequalified trust account at Closing, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; and (iii) no substitution at Closing, convey and assign directly to ASSIGNEE the Property upon satisfaction of the effectuating party other conditions to Closing and other terms and conditions hereof. ASSIGNOR and ASSIGNEE acknowledge and agree that any assignment of this Agreement to a Qualified Intermediary shall not release said either party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default their respective liabilities and obligations to each other under this Contract by the effectuating partyAgreement, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating that neither party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as represents to the legal sufficiency, other that any particular tax considerations and other considerations relating treatment will be given to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating either party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangethereof.

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish Each Party agrees to structure this transaction as cooperate with the other Party to accommodate such other Party in effectuating a tax deferred like kind exchange of like-kind property within the meaning of (an “Exchange”) under Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate Code in connection with the other party to effect such an exchange; providedpurchase and sale of the Purchased Assets, however, provided that: (i) the cooperating party Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (i) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation real property for the payment purposes of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract consummating an Exchange desired by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal other Party; and not of a surety or guarantor; (iv) the effectuating party exchanging Party shall give pay any additional costs that would not otherwise have been incurred by the cooperating party at least ten (10) Business Days prior notice of non-exchanging Party had the proposed changes required to effect such exchange exchanging Party not consummated the transaction through an Exchange and the identity of exchanging Party shall indemnify the non-exchanging Party against any party such additional costs or liabilities. No Party shall by this Agreement or acquiescence to be substituted an Exchange desired by the other Party have its rights under this Agreement affected or diminished in the Escrow; (v) the effectuating party shall any manner or be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or other consequences have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; Code. Asset Purchase Agreement between Xxxxxxx Resources, Inc. and (vii) the Closing Date shall not be changed as a result of such exchange.Xxxxx Xxxxxxxx 12 Proprietary and Confidential Intended for Addressee Only

Section 1031 Exchange. Purchaser Buyer and Seller acknowledge agree that either party may wish elect to structure this transaction the conveyance of the Real Property as a tax deferred an exchange of like-kind property within the meaning of pursuant to Section 1031 of the Internal Revenue Code 1986, as amended (the "Code. Each "), provided that such party agrees gives notice of such election to reasonably cooperate with the other party to effect such an exchange; provided, however, that: (i) the cooperating party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days days prior notice of to the proposed changes required Closing Date, but in the event Buyer elects to exchange, Seller shall receive cash at Closing. If such an exchange is elected by such party ("electing party"), the electing party and other party may enter into an exchange agreement acceptable to both Buyer and Seller. As an alternative, the electing party may elect to enter into an exchange agreement with a third party to effect such exchange and in accordance with Section 1031 of the identity of Code. Neither party makes any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as representation or guarantee to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and that the transactions contemplated thereby, and under this provision will result in any particular tax treatment to the cooperating party shall in no event be responsible forother party, or will qualify as an exchange under Section 1031 of the Code. The electing party will assume all costs and expenses, including attorneys' fees, incurred in connection with such election to structure the transaction as an exchange in accordance with Section 1031 of the Code. In the event that Seller elects to assign any way be deemed of its rights or interests under this Agreement to warrant or represent any tax deferred exchange company (or other consequences entity) pursuant to any such exchange pursuant to Section 1031 of the Code, then Buyer hereby covenants and agrees that it will not object to any subsequent re-assignment by such deferred exchange transaction arising by reason company (or other entity) to Seller of any (or any portion of) such rights and interests. The terms of this Section shall survive the Closing hereof. Seller and Buyer agree that, at the request of the cooperating electing party’s performance , they will execute such agreements and other documents as may be necessary, in the reasonable opinion of respective counsel for the parties, to complete and otherwise effectuate the exchange of properties in accordance with Section 1031 of the acts required hereby; Code. The electing party hereby indemnifies and (vii) holds the non-exchanging party harmless in connection with any actual loss, cost or damages suffered by the non-exchanging party concerning or arising out of such exchange or deferred exchange, which indemnification shall survive the Closing Date shall not be changed as a result of such exchangehereof.

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish Each Party agrees to structure this transaction as cooperate with the other Party to accommodate such other Party in effectuating a tax deferred like kind exchange of like-kind property within the meaning of (an “Exchange”) under Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate Code in connection with the other party to effect such an exchange; providedpurchase and sale of the Purchased Assets, however, provided that: (i) the cooperating party Closing shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement; (i) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release the exchanging Party from any of its Liabilities to the non- exchanging Party under this Agreement or expand any Liabilities of the non-exchanging Party under this Agreement; (iii) no Party shall be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation real property for the payment purposes of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract consummating an Exchange desired by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal other Party; and not of a surety or guarantor; (iv) the effectuating party exchanging Party shall give pay any additional costs that would not otherwise have been incurred by the cooperating party at least ten (10) Business Days prior notice of non-exchanging Party had the proposed changes required to effect such exchange exchanging Party not consummated the transaction through an Exchange and the identity of exchanging Party shall indemnify the non-exchanging Party against any party such additional costs or liabilities. No Party shall by this Agreement or acquiescence to be substituted an Exchange desired by the other Party have its rights under this Agreement affected or diminished in the Escrow; (v) the effectuating party shall any manner or be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or other consequences have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; Code. Asset Purchase Agreement between Proprietary and (vii) the Closing Date shall not be changed as a result of such exchange.Confidential Colfax Exploration Partners I, LLC and Xxxxxxx Resources, Inc. Intended for Addressee Only

Section 1031 Exchange. Purchaser and Seller acknowledge that either party may wish Each Party agrees to structure this transaction as cooperate with any other Party to accommodate such other Party in effecting a tax deferred like kind exchange of like-kind property within the meaning of (an “Exchange”) pursuant to Section 1031 of the United States Internal Revenue Code. Each party agrees to reasonably cooperate Code in connection with the other party to effect such an exchange; providedpurchase and sale of the Assets, however, provided that: (ia) the cooperating party Closing shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to the exchanging Party’s obligations under this Agreement and the exchanging Party’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release the exchanging Party from its obligations under this Agreement, (b) the exchanging Party shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary (as defined in Treasury Regulation section 1.1031(k)-1(g)(4)) or an exchange accommodation titleholder (as defined in Rev. Proc. 2000-37), as applicable, but any such assignment shall not release the exchanging Party from any of its liabilities or obligations to the non-exchanging Parties under this Agreement or expand any liabilities or obligations of the non-exchanging Parties under this Agreement, (c) the non-exchanging Parties shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange propertyreal property for purposes of consummating an Exchange desired by the exchanging Party; and (iid) the cooperating party exchanging Party shall pay any additional costs that would not be required otherwise have been incurred by the non-exchanging Parties had the exchanging Party not consummated the transaction through an Exchange and the exchanging Party shall indemnify the non-exchanging Parties against any such additional costs or liabilities. No non-exchanging Party shall by this Agreement or acquiescence to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of an Exchange desired by an exchanging Party have its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default rights under this Contract by the effectuating party, its successors, Agreement affected or assigns, which obligations shall continue as the obligations of a principal and not of a surety diminished in any manner or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or other consequences have warranted to the exchanging Party that its Exchange in fact complies with Section 1031 of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed as a result of such exchangeUnited States Internal Revenue Code.

Section 1031 Exchange. Purchaser Either party and Seller acknowledge each entity which is a tenant-in-common of the Property that either party constitutes part of “Seller” (each, a “TIC Entity”) may wish consummate the purchase or sale of the Property as part of a so-called like kind exchange (an “Exchange”) pursuant to structure this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided”), however, that: provided that (i) the cooperating Closing shall not be delayed or affected by reason of an Exchange nor shall the consummation or accomplishment of any Exchange be a condition precedent or condition subsequent to a party’s obligations under this Agreement; (ii) any party desiring an Exchange shall effect its Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary and the other party shall not be required to take an assignment of the purchase agreement for the relinquished or replacement property or be required to acquire or take hold title to any exchange propertyreal property for purposes of consummating such Exchange; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs incurred with respect to the exchange; and (iii) no substitution of the effectuating party desiring an Exchange shall pay any additional out-of-pocket costs that would not otherwise have been incurred by Purchaser or Seller after the date hereof had such party not consummated its purchase or sale through an Exchange. Neither party shall release said by this agreement or acquiescence to an Exchange desired by the other party from any of (1) have its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default rights under this Contract by the effectuating party, its successors, Agreement affected or assigns, which obligations shall continue as the obligations of a principal and not of a surety diminished in any manner or guarantor; (iv2) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, compliance with or in any way be deemed to warrant or represent any tax or have warranted to the other consequences party that such party’s Exchange in fact complies with Section 1031 of the exchange transaction arising by reason Code. In connection with such cooperation, Seller agrees, upon request of Purchaser, to “direct deed” for actual interests in the property to a single designee of Purchaser, and Purchaser agrees to enter into an acknowledgement of the cooperating party’s performance assignment of the acts required hereby; and rights (viibut not the obligations) the Closing Date shall not be changed as of any TIC Entity to a result of qualified intermediary in customary form to facilitate an Exchange by such exchangeTIC Entity.

Section 1031 Exchange. Purchaser and Seller acknowledge Notwithstanding anything to the contrary in this Agreement, each party agrees that either the other party may wish assign this Agreement (or all or any portion thereof or rights therein) to structure this transaction one or more qualified intermediaries or exchange accommodation titleholders (collectively, “Intermediary”), as a tax that term is defined in the deferred like/kind exchange of like-kind property within regulations (the meaning of “Regulations”) promulgated under Section 1031 of the Internal Revenue CodeCode of 1986, as amended, to act in place of the assigning party in effecting a deferred or simultaneous like-kind exchange of the Property under the Regulations. Each Upon assignment of either party’s rights under this Agreement to an Intermediary, the Intermediary shall be substituted for the assigning party agrees to reasonably cooperate with in this Agreement as the other party to effect such an exchangeseller or purchaser of the Property, as applicable; provided, however, that: (i) that the cooperating assigning party shall not be required to acquire or take title to any exchange property; (ii) the cooperating party shall not be required to incur any expense (excluding attorneys’ fees) or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment released of any escrow, title, brokerage or other costs incurred with respect to the exchange; (iii) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Contract or from liability for any prior or subsequent default under this Contract by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor; (iv) the effectuating party shall give the cooperating party at least ten (10) Business Days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the Escrow; (v) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “Exchange Documents”) required by the exchange, at its sole cost and expense; (vi) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction arising by reason of the cooperating party’s performance of the acts required hereby; and (vii) the Closing Date shall not be changed hereunder as a result of such exchangeassignment. The non-assigning party agrees to accept the consideration and all other required performance under this Agreement and any written instructions from an Intermediary and to render its performance of its obligations to such Intermediary. The non-assigning party agrees that performance by an Intermediary will be treated as performance by the assigning party. The assigning party agrees that non-assigning party’s cooperation hereunder (including the execution of documents) shall not require the non-assigning party to incur any out-of-pocket expenses, and the assigning party agrees to indemnify and hold the non-assigning party harmless from and against any and all damages, losses, liabilities, costs and expenses incurred by the non-assigning party as a result of the assigning party’s assignment of this Agreement to an Intermediary. Signature Page to Purchase and Sale Agreement Between Xxxxx’x Liquid Gold-Inc., As Seller And Havana Gold, LLC, As Purchaser SELLER: XXXXX’X LIQUID GOLD-INC., a Colorado corporation By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Its: President/CEO Dated: 11/21/12 PURCHASER: HAVANA GOLD, LLC, a Colorado limited liability company By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Its: Manager Dated: 11/20/12 EXHIBIT A LEGAL DESCRIPTION PARCEL A: THE NORTH 816.59 FEET OF THE SOUTH 1,897.58 FEET OF XXX 0, XXXXX 0, XXXXXXXXX XX. 00, XXXXXX THE EASTERLY 8.5 FEET THEREOF, CITY AND COUNTY OF DENVER, STATE OF COLORADO PARCEL B: THE NORTH 799.9 FEET OF THE SOUTH 1,080.99 FEET OF XXX 0, XXXXX 0, XXXXXX XXX XXXX 8.5 FEET THEREOF, MONTBELLO XX. 00, XXXX XXX XXXXXX XX XXXXXX, XXXXX XX XXXXXXXX. PARCEL C: A PARCEL OF LAND SITUATED IN THE XXXXXXXXX 0/0 XX XXXXXXX 00, XXXXXXXX 0 XXXXX, XXXXX 67 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF DENVER, STATE OF COLORADO, BEING PART OF XXX 0, XXXXX 0, XXXXXXXXX XX. 00, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 14; THENCE SOUTH 89°14’55” EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 60.00 FEET TO A POINT LYING ON THE EAST RIGHT OF WAY LINE OF HAVANA STREET; THENCE SOUTH 00°00’00” WEST, ALONG SAID EAST RIGHT OF WAY LINE AND PARALLEL WITH THE WEST LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 9258.89 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89°35’01” EAST, A DISTANCE OF 345.01 FEET TO A POINT ON A CURVE; THENCE ALONG A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 10°59’06” EAST, A DISTANCE OF 140.09 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF 22°48’11”, A RADIUS OF 354.32 FEET, AN ARC LENGTH OF 141.01 FEET TO A POINT OF TANGENT; THENCE SOUTH 00°24’59” WEST, ALONG SAID TANGENT, A DISTANCE OF 183.54 FEET; THENCE NORTH 89°35’01” WEST, A DISTANCE OF 370.37 FEET TO A POINT LYING ON SAID EAST RIGHT OF WAY LINE; THENCE NORTH 00°00’00” EAST, ALONG SAID RIGHT OF WAY LINE PARALLEL WITH AND 60.00 FEET EASTERLY OF THE WEST LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 320.87 FEET TO XXX XXXXX XX XXXXXXXXX, XXXX XXX XXXXXX XX XXXXXX, XXXXX OF COLORADO. EXHIBIT B-1 SPECIAL WARRANTY DEED This SPECIAL WARRANTY DEED evidences a conveyance by XXXXX’X LIQUID GOLD-INC., a Colorado corporation, whose address is 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (“Grantor”), to HAVANA GOLD, LLC, a Colorado limited liability company, whose address is (“Grantee”). Grantor, for and in consideration of the sum of $9,500,000.00, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto Grantee, its successors and assigns forever, all the real property in Denver, Colorado, described on Exhibit A attached hereto, and the buildings, fixtures and other improvements located on that land (together called the “Property”), together with all easements, servitudes and other rights now belonging or appertaining to such real property, and all right, title and interest of the Grantor, if any, in and to any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or behind or otherwise adjoining such Property and to the center line thereof and together with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversions, remainders, rents, issues and profits thereof; and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or in equity, of, in and to the Property, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the Property above bargained and described, with the appurtenances unto Grantee, its successors and assigns, forever. And Grantor, for itself, its successors and assigns, does covenant and agree that Grantor shall and will WARRANT AND FOREVER DEFEND the Property in the quiet and peaceable possession of Grantee, its successors and assigns, against all and every person or persons lawfully claiming or to claim the whole or any part thereof, by, through, or under Grantor, except for the lien of general taxes and assessments for the current year and all subsequent years, and except for the matters shown on Exhibit B attached hereto. All representations, warranties and covenants, if any, made in this Deed are made for the sole benefit of Grantee and its successors, assignees and grantees and shall not inure to the benefit of any third party, including any title insurer through subrogation or otherwise. Dated: , 2012. Signature Page to Special Warranty Deed From Xxxxx’x Liquid Gold-Inc., As Grantor To Havana Gold, LLC, As Grantee XXXXX’X LIQUID GOLD-INC., a Colorado corporation By: Name: Its: STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2012, by as of XXXXX’X LIQUID GOLD-INC., a Colorado corporation. WITNESS my hand and official seal. My commission expires: Notary Public EXHIBIT A To Special Warranty Deed LEGAL DESCRIPTION PARCEL A: THE NORTH 816.59 FEET OF THE SOUTH 1,897.58 FEET OF XXX 0, XXXXX 0, XXXXXXXXX XX. 00, XXXXXX THE EASTERLY 8.5 FEET THEREOF, CITY AND COUNTY OF DENVER, STATE OF COLORADO PARCEL B: THE NORTH 799.9 FEET OF THE SOUTH 1,080.99 FEET OF XXX 0, XXXXX 0, XXXXXX XXX XXXX 8.5 FEET THEREOF, MONTBELLO XX. 00, XXXX XXX XXXXXX XX XXXXXX, XXXXX XX XXXXXXXX. PARCEL C: A PARCEL OF LAND SITUATED IN THE XXXXXXXXX 0/0 XX XXXXXXX 00, XXXXXXXX 0 XXXXX, XXXXX 67 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY AND COUNTY OF DENVER, STATE OF COLORADO, BEING PART OF XXX 0, XXXXX 0, XXXXXXXXX XX. 00, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST 1/4 CORNER OF SAID SECTION 14; THENCE SOUTH 89°14’55” EAST, ALONG THE NORTH LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 60.00 FEET TO A POINT LYING ON THE EAST RIGHT OF WAY LINE OF HAVANA STREET; THENCE SOUTH 00°00’00” WEST, ALONG SAID EAST RIGHT OF WAY LINE AND PARALLEL WITH THE WEST LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 9258.89 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 89°35’01” EAST, A DISTANCE OF 345.01 FEET TO A POINT ON A CURVE; THENCE ALONG A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 10°59’06” EAST, A DISTANCE OF 140.09 FEET, SAID CURVE HAVING A CENTRAL ANGLE OF 22°48’11”, A RADIUS OF 354.32 FEET, AN ARC LENGTH OF 141.01 FEET TO A POINT OF TANGENT; THENCE SOUTH 00°24’59” WEST, ALONG SAID TANGENT, A DISTANCE OF 183.54 FEET; THENCE NORTH 89°35’01” WEST, A DISTANCE OF 370.37 FEET TO A POINT LYING ON SAID EAST RIGHT OF WAY LINE; THENCE NORTH 00°00’00” EAST, ALONG SAID RIGHT OF WAY LINE PARALLEL WITH AND 60.00 FEET EASTERLY OF THE WEST LINE OF SAID SOUTHWEST 1/4, A DISTANCE OF 320.87 FEET TO XXX XXXXX XX XXXXXXXXX, XXXX XXX XXXXXX XX XXXXXX, XXXXX OF COLORADO. EXHIBIT B To Special Warranty Deed PERMITTED EXCEPTIONS EXHIBIT B-2 ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT is made this day of , 2012, by and between XXXXX’X LIQUID GOLD-INC., a Colorado corporation (hereinafter referred to as the “Assignor”), having its office at 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, and HAVANA GOLD, LLC, a Colorado limited liability company (hereinafter referred to as the “Assignee”), having its office at . Assignor is the landlord under those leases and rental agreements listed on Schedule 1 to this Assignment (the “Leases,” which term shall include without limitation any guaranties of or similar agreements pertaining to the Leases), demising space in that certain property described on Exhibit A and known as the Xxxxx’x Liquid Gold Campus located in Denver, Colorado (the “Property”). Assignor is on this date conveying the Property to Assignee pursuant to the terms of a Purchase and Sale Agreement dated , 2012, between Assignor, as Seller, and Assignee, as Purchaser (the “Agreement”). In consideration of $10.00 and other good and valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: