Common use of Xxxx of Sale Clause in Contracts

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), does hereby grant, bargain, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), all of the lab benches and other furniture and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________, 2021, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing Furniture”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blank.]

Xxxx of Sale. XXXX OF SALE For Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable considerationconsideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), by these presents does hereby grantBARGAIN, bargainSELL, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), ASSIGN AND DELIVER unto the Purchaser all of the lab benches Seller’s right, title and other furniture interest in and equipment owned by Seller that is located within to the Premises subleased by Seller FF&E, the Files and Records and the Inventory related to Buyer pursuant to that certain Sublease dated as of _________________the Facility (collectively, 2021, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing FurnitureSubject Property”). BUYER ACKNOWLEDGES THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS SELLING THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND BUYER THE SUBJECT PROPERTY IS PURCHASING SUCH EXISTING FURNITURE ON FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS IS, WHERE IS” CONDITION, WITH ALL FAULTS” BASIS FAULTS AND THAT BUYER IS NOT RELYING ON ANY THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERWARRANTIES, EXPRESS EXPRESSED OR IMPLIED, FROM SELLEREXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the its successors and permitted assigns of Buyer and Sellerforever. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blankIndiana.]

Xxxx of Sale. XXXX OF SALE For good and valuable considerationFOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATIONthe undersigned, RAILROAD STREET LAND HOLDINGS, LLC, a Delaware corporation (limited liability company ( “Seller”), does hereby give, grant, bargain, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, ZUMIEZ INC., a California Washington corporation (“BuyerPurchaser”), the personal property located on or upon that certain real property located in the City of Corona, County of Riverside, State of California, and more particularly described in Schedule A (the “Land”) attached hereto and incorporated herein by this reference, if any, and all other personal property, if any, owned by Seller and located on or upon the Land (collectively, the “Personal Property”). The Personal Property is listed on Schedule B, attached hereto and incorporated herein by this reference. Seller warrants to Purchaser that Seller owns all right, title and interest in the Personal Property, free and clear of any lien, security interest or adverse claim. Seller agrees to defend and indemnify Purchaser from and against the claims of any third party to title. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, SAID PERSONAL PROPERTY IS BEING TRANSFERRED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND WHATSOEVER BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT SELLER EXPRESSLY DISCLAIMS AND NEGATES, AS TO ALL PERSONAL PROPERTY TRANSFERRED HEREBY: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR MATERIALS. Seller covenants that it will, at any time and from time to time upon written request therefor, at Purchaser’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Purchaser, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Purchaser, its nominees, successors and/or assigns, may reasonably request in order to fully assign and transfer to and vest in Purchaser, its nominees, successors and/or assigns, and protect its or their rights, title and interest in and enjoyment of, all of the lab benches assets of Seller intended to be transferred and other furniture assigned hereby, or to enable Purchaser, its nominees, successors and/or assigns, to realize upon or otherwise enjoy any such assets. All references to “Seller” and equipment owned by Seller that “Purchaser” herein shall be deemed to include their respective nominees, successors and/or assigns, where the context permits. SELLER: RAILROAD STREET LAND HOLDINGS, LLC, a Delaware limited liability company By: Inland Empire Holdings, LLC, a Delaware limited liability company, Sole Member By: Inland Empire PG, LLC, a California limited liability company, Managing Member By: AAP DEVELOPMENT CA, LLC, a California limited liability company, Manager By: Xxxx X. Xxxxxxxxx, Sole Member XXXXXXXX XXXXXX XXXX HOLDINGS, LLC, a Delaware limited liability company By: Inland Empire Holdings, LLC, a Delaware limited liability company, Sole Member By: CalEast Industrial Investors, LLC, a California limited liability company, Member By: LaSalle Investment Management, Inc., a Maryland corporation, Manager By: Name: Title: SCHEDULE A Legal Description of the Real Property XXX 00 XX XXXXX 00 XX XXXXX OF THE SOUTH RIVERSIDE LAND AND WATER COMPANY, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 9 PAGES 6 AND 8 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA; EXCEPT THAT PORTION LYING NORTH OF THE SOUTHERLY LINE OF THE XXXXXXXX, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY; ALSO, EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT; THENCE WESTERLY ON THE SOUTHERLY LINE OF SAID LOT 227.50 FEET; THENCE NORTHWESTERLY ON A LINE PARALLEL WITH THE WESTERLY LINE OF XXXXXXX AVENUE TO THE SOUTHERLY LINE OF RAILROAD AVENUE; THENCE EASTERLY ON THE SOUTHERLY LINE OF RAILROAD AVENUE TO THE NORTHEAST CORNER OF SAID LOT; THENCE SOUTHERLY ON THE WESTERLY LINE OF XXXXXXX AVENUE TO THE POINT OF BEGINNING; ALSO EXCEPT THAT PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE; BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 16; THENCE NORTHERLY ON THE WEST LINE OF SAID LOT 290.60 FEET; THENCE ON NORTHEASTERLY ON A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 359.265 FEET, AN ARC DISTANCE OF 293.00 FEET TO A POINT IN THE SOUTHERLY LINE OF THE RIGHT OF WAY OF THE XXXXXXXX TOPEKA AND SANTA FE RAILROAD. APN: 118-070-027-2 First American Title Insurance Company SCHEDULE B List of Personal Property None EXHIBIT F CERTIFICATE OF NONFOREIGN STATUS RAILROAD STREET LAND HOLDINGS, LLC, a Delaware limited liability company (“Seller”), is located within the Premises subleased by Seller to Buyer pursuant to transferor of that certain Sublease dated as real property located in the City of _________________Corona, 2021County of Riverside, as State of the expiration or earlier termination of such SubleaseCalifornia, and more particularly listed described on Schedule 1 Exhibit A attached hereto (the “Existing FurnitureProperty”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit Section 1445 of the successors Internal Revenue Code of 1986 (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. California Revenue and permitted assigns Taxation Code contains similar provisions. To inform the transferee that withholding of Buyer and Seller. This Xxxx of Sale shall tax will not be governed by, interpreted under, and construed and enforceable required in accordance with, connection with the laws disposition of the State Property pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of California. [Remainder February 18, 2010, by and between Seller and ZUMIEZ INC., a Washington corporation, as Purchaser the undersigned certifies the following on behalf of page intentionally left blank.]Seller:

Xxxx of Sale. XXXX OF SALE For Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the independent living/alzheimers/assisted living facility known as Riverwalk Commons and Garden Homes and having an address at 0000 Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000. Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable considerationconsideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), by these presents does hereby grantBARGAIN, bargainSELL, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), ASSIGN AND DELIVER unto the Purchaser all of the lab benches Seller’s right, title and other furniture interest in and equipment owned by Seller that is located within to the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________FF&E, 2021the Files and Records and the Inventory (collectively, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing FurnitureSubject Property”). BUYER ACKNOWLEDGES THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS SELLING THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND BUYER THE SUBJECT PROPERTY IS PURCHASING SUCH EXISTING FURNITURE ON FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS IS, WHERE IS” CONDITION, WITH ALL FAULTS” BASIS FAULTS AND THAT BUYER IS NOT RELYING ON ANY THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERWARRANTIES, EXPRESS EXPRESSED OR IMPLIED, FROM SELLEREXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the its successors and permitted assigns of Buyer and Sellerforever. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blankIndiana.]

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), does hereby grant, bargain, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTORSKY MEADOW WATER ASSOCIATION, INC., a California Washington non-profit corporation (“Buyer”"Seller"), all of hereby conveys and transfers to CITY OF MONROE, a Washington municipal corporation ("Purchaser"), the lab benches and other furniture and equipment personal property more particularly described in the attached Exhibit “A” (the "Property") owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________, 2021, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing Furniture”)Seller. BUYER PURCHASER ACKNOWLEDGES THAT SELLER IS SELLING IT HAS HAD A FULL AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS ADEQUATE OPPORTUNITY TO INSPECT THE PROPERTY AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS BY SELLER OR ANY OF ITS RESPECTIVE MEMBERS, OFFICERS, AGENTS, OR EMPLOYEES BUYER HEREBY AGREES THAT (A) THE SALE OF THE PROPERTY TO PURCHASER IS AND SHALL BE ON AN AS IS, WHERE IS BASIS, WITH ALL DEFECTS, INCLUDING THOSE THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, AND (B) THE PROPERTY ARE SOLD WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERWHATSOEVER INCLUDING, EXPRESS OR IMPLIEDWITHOUT LIMITATION, FROM SELLER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDERCONDITION, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE PURPOSE, OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION MERCHANTABILITY. Dated this day of , 2013 SELLER: SKY MEADOW WATER ASSOCIATION, INC., a Washington non-profit corporation By Name Title Receipt of the foregoing instrument acknowledged BUYER: CITY OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE MONROE a Washington municipal corporation By Name Title STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day of Sale shall , 2013, before me personally appeared , to me known to be binding upon the of SKY MEADOW WATER ASSOCIATION, INC., the corporation that executed the within and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted underforegoing instrument, and construed acknowledged the said instrument to be the free and enforceable voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. NAME: (Print Name) Notary Public in accordance with, the laws of and for the State of CaliforniaWashington. [Remainder Commission Expires: STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day of page intentionally left blank.], 2013, before me personally appeared , to me known to be the of CITY OF MONROE, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. NAME: (Print Name) Notary Public in and for the State of Washington. Commission Expires: Exhibit H – Litigation/Legal Compliance

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, consideration the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATIONTNP SRT PORTFOLIO II, LLC, a Delaware corporation limited liability company (“SellerTransferor”), does hereby grant, bargain, sell, transfer, set over, assign, and convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), all of the lab benches and other furniture and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________________, 2021a _________________ (“Transferee”) all personal property owned by Transferor and located on or located in or used in connection with the Real Property commonly known as “Ensenada Square” located at 000 X. Xxxxx Road, as in the City of the expiration or earlier termination Arlington, County of such SubleaseTarrant, and more particularly listed on State of Texas, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Existing FurniturePersonal Property”), pursuant to that certain Purchase and Sale Agreement between Transferor and Transferee for the purchase and sale of the Real Property (the “Agreement”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS Transferor is conveying the Personal Property to Transferee free and clear of free of any lien or encumbrance thereon except as previously disclosed to and accepted by Transferee. Capitalized terms used but not defined in this Xxxx of Sale have the meaning given to such terms in the Agreement. Transferor makes no representation or warranty regarding the condition, merchantability, fitness or usefulness of the Personal Property, and Transferee acknowledges and agrees that it is acquiring the Personal Property in its AS-IS, WHERE-IS, WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERFAULTS CONDITION, WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, FROM SELLEREXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ITS AGENTSIT BEING THE INTENTION OF TRANSFEROR AND TRANSFEREE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDERINCLUDING, SELLER EXPRESSLY DISCLAIMS A WARRANTY WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A ANY PARTICULAR USE PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTY EXPRESSED WARRANTIES WHATSOEVER CONTAINED IN OR IMPLIED THAT MAY ARISE CREATED BY OPERATION OF LAW OR UNDER THE TEXAS UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE)CODE. This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer Transferor and SellerTransferee. The substantive laws of the State in which the Property is located, without reference to its conflict of law provisions, will govern the validity, construction, and enforcement of this Xxxx of Sale. This Xxxx of Sale may be executed in one or more counterparts, each of which shall be governed bydeemed an original and all of which when taken together shall constitute one and the same instrument. Dated: ____________________, interpreted under201_. Purchase and Sale Agreement Exhibit C – Xxxx of Sale 936949.5 TRANSFEROR: TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company By: [EXHIBIT – DO NOT SIGN] Name: Title: TRANSFEREE: , a By: [EXHIBIT – DO NOT SIGN] Name: Title: Purchase and construed Sale Agreement Exhibit C – Xxxx of Sale 936949.5 SCHEDULE 1 TO XXXX OF SALE PERSONAL PROPERTY Purchase and enforceable in accordance with, the laws Sale Agreement Exhibit C – Xxxx of the State of California. [Remainder of page intentionally left blank.]Sale Schedule 1 – Personal Property 936949.5 EXHIBIT D

Xxxx of Sale. 0000 XXXX OF SALE For XXXX XXXXXXX, LTD. (“Seller”), in consideration of the sum of Ten and No/100 Dollars ($10.00), in hand paid, and other good and valuable consideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), does hereby grantsell, bargain, sellassign, transfer, and set over, assign, convey and deliver over to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), all of the lab benches and other furniture and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _______________________ (“Purchaser”), 2021the following personal property (the “Personal Property”) presently located on the real estate commonly known as 0000 Xxxx Xxxx Xxxxx, as of Xxxxxxx, Xxxxx (the expiration “Property”): all Seller’s fixtures attached to the Property and furniture, appliances and equipment located at and used in connection with the ownership, operation and maintenance thereof, including without limitation, all heating, lighting, air conditioning, ventilating, plumbing, electrical or earlier termination of such Sublease, other mechanical equipment and more particularly listed any personal property described on Schedule 1 attached hereto hereto. Seller does hereby covenant with Purchaser that at the time of delivery of this Xxxx of Sale, the Personal Property is free from all encumbrances made by Seller and that Seller will warrant and defend the same against the lawful claims and demands of all persons claiming by, through or under Seller, but against none other. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THE REAL ESTATE PURCHASE AND SALE AGREEMENT DATED NOVEMBER 5, 2012 BETWEEN SELLER AND PURCHASER (the “Existing Furniture”AS THE SAME MAY HAVE BEEN AMENDED AND/OR ASSIGNED). BUYER ACKNOWLEDGES THAT , SELLER IS SELLING HEREBY DISCLAIMS, AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH PURCHASER HEREBY WAIVES ANY AND ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY BEING TRANSFERRED BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE)THIS INSTRUMENT. This EXECUTED this day of , 2012. 0000 XXXX XXXX HOUTSON, LTD By: 1800 GP Holdings, LLC, its general partner By: Aslan Realty Partners III, L.L.C., a member By: Aslan GP III, L.L.C., its manager By: Name: Title: By: ECP GP Holdings, LLC, a member By: Name: Title: Manager Schedule 1 to Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blank.]PERSONAL PROPERTY

Xxxx of Sale. XXXX OF SALE For This Xxxx of Sale is made effective as of the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Xxxx of Sale, Seller, in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated March 4, 2015, by and among Seller and Purchaser (as such agreement may be amended, the “Purchase Agreement”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, INPHI CORPORATION, a Delaware corporation (“Seller”), does hereby grant, bargain, irrevocably sell, transfer, set overconvey, assign, convey grant and deliver to CREDO SEMICONDUCTORunto Purchaser, INC., a California corporation (“Buyer”)its successors and assigns, all of the lab benches Seller’s legal and other furniture beneficial right, title and equipment owned by Seller that is located within the Premises subleased by Seller interest of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to Buyer pursuant to that certain Sublease dated as of _________________, 2021, as all of the expiration or earlier termination of such SubleasePurchased Assets, and more particularly listed on Schedule 1 attached hereto (any and all goodwill associated with the “Existing Furniture”)foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever. BUYER ACKNOWLEDGES THAT SELLER Except as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN BEING SOLD “AS IS WITH IS” AND “WHERE IS” AND ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OTHER WARRANTIES, WRITTEN OR WARRANTIES OF ANY KIND WHATSOEVERORAL, STATUTORY, EXPRESS OR IMPLIEDIMPLIED AND INCLUDING, FROM SELLERWITHOUT LIMITATION, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE)PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Xxxx of Sale shall be binding upon and inure deemed to the benefit supersede, expand, diminish, or in any other way affect any of the successors and permitted assigns obligations, agreements, covenants, representations or warranties of Buyer and SellerSeller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Xxxx of Sale have the meanings assigned to such terms in the Purchase Agreement. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, all respects by the laws of the State of California. [Remainder of page intentionally left blankArizona.]

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, the receipt of which is hereby acknowledged, and in accordance with the terms of the California Uniform Commercial Code, VLD SWEETWATER, L.P., a California limited partnership (“Seller”) hereby grants, bargains, sells and conveys to @@ , a @@ , the personal property described on Exhibit “1” attached to and made a part of this Xxxx of Sale. This Xxxx of Sale is delivered pursuant to that Agreement of Purchase and Sale and Escrow Instructions dated as of September 15, 2014 (the “Agreement”). Subject to the rights of tenants under Leases (as defined in the Agreement), Seller covenants and agrees to warrant and defend the title to the property hereby conveyed against the just and lawful claims and demands of all persons whomsoever. Except for the foregoing warranty of title, NO WARRANTY, REPRESENTATION, OR PROMISE, EXPRESS OR IMPLIED IS INTENDED OR MADE ABOUT THE CONDITION, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER CONCERNING ALL OR ANY PART OF THE PROPERTY HEREBY CONVEYED OR THE MATERIALS OR WORKMANSHIP IN SUCH PROPERTY, OR THAT SUCH PROPERTY IS FREE OF DEFECTS OR WILL SATISFY ANY REQUIREMENT FOR SPECIFIC MACHINERY OR CAPACITY OR SPECIAL METHODS, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED; AND THE ABOVE PURCHASER ACKNOWLEDGES THAT THE PURCHASER HAS PURCHASED AND ACCEPTED THE PROPERTY HEREBY CONVEYED AS IS AND WHERE IS. Dated: Seller VLD SWEETWATER, L.P., a California limited partnership By: Sweetwater Genpar, LLC, a California limited liability company, its General Partner By Xxxxx Xxxxxxxxxxx Manager Exhibit H TENANT NOTICE LETTER [subject to revision and completion prior to Closing as necessary] , 200 Re: Your lease (the “Lease”) of space in the building known as “ ” located at , (the “Building”) Ladies and Gentlemen: You are hereby notified that , (the “Owner”), as owner of the Building and the current owner of the landlord’s interest under the Lease, has sold the Building to , (“Buyer”) as of the date of this Tenant Notice Letter set forth above. In connection with this sale the Owner has assigned and transferred its interest in the Lease and your security deposits in the amount of $ to Buyer, and Buyer has assumed and agreed to perform all of the landlord’s obligations under this Lease (including any obligations set forth in the Lease to repay or account for any security deposits thereunder) accruing from and after such date. Accordingly, (a) all of your obligations under the Lease from and after the date of this Tenant Notice Letter (including your obligations to pay rent and fulfill your insurance requirements) shall be performable to and for the benefit of Buyer, its successors and assigns and (b) all of the obligations of the landlord under the Lease (including any obligations to repay or account for any security deposits thereunder) from and after the date of this Tenant Notice Letter shall be the binding obligations of Buyer and its successors and assigns. The address of Buyer for all purposes under the Lease (including the payments of rentals, the recoupment of and security deposits and the giving of any notices provided for in the Lease) is: Telecopier: Telephone: Very truly yours, By: Name: Title: Exhibit I ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER INTANGIBLE RIGHTS FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATIONVLD SWEETWATER, L.P., a Delaware corporation California limited partnership (“SellerAssignor”), does hereby grantassigns, bargainsells, selltransfers, transfer, set over, assign, convey and deliver delivers to CREDO SEMICONDUCTOR, INC.@@ , a California corporation @@ (“BuyerAssignee”), all of the lab benches Assignor’s estate, right, title and other furniture interest in and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________, 2021, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing Furniture”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blank.]following:

Xxxx of Sale. XXXX OF SALE For MG-1005, LLC, a Colorado limited liability company ("Seller"), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, INPHI CORPORATIONhereby grants, bargains, sells, transfers and delivers to FSP 0000 00xx Xxxxxx LLC , a Delaware corporation limited liability company (“Seller”), does hereby grant, bargain, sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”"Purchaser"), all of the lab benches Seller's right, title and interest in and to all equipment, appliances, tools, supplies, machinery and other furniture tangible personal property located at and equipment owned by Seller that is located within used exclusively in connection with the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________rental, 2021, as operation and maintenance of the expiration or earlier termination of such Subleasereal property commonly described on Exhibit A attached hereto and made a part hereof and the improvements located thereon, and more particularly listed including, without limitation, the personal property set forth on Schedule 1 I attached hereto (the “Existing Furniture”)hereto. BUYER PURCHASER TAKES THE PROPERTY "AS IS" AND WITH "ALL FAULTS." SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PROPERTY, EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, AND PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. SELLER IS SELLING EXPRESSLY DISCLAIMS, AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS REPRESENTATIONS, WARRANTIES OR WARRANTIES GUARANTIES OF ANY KIND WHATSOEVERKIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, FROM SELLERCONCERNING THE PROPERTY, ITS AGENTSINCLUDING WITHOUT LIMITATION, EMPLOYEES (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDER, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF CALIFORNIA (REPAIR OR LACK OF REPAIR OF THE PROPERTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of California. [Remainder of page intentionally left blankPERSON UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.]

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATIONCRONOS GLOBAL INCOME FUND XIV, L.P., a Delaware corporation California limited partnership (“Seller”), ) does hereby grant, bargain, sell, transfer, set over, assign, convey assign and deliver to CREDO SEMICONDUCTOR, INC.transfer unto SEATEQ CONTAINERS INTERNATIONAL, a California corporation Singapore Partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the lab benches marine cargo containers and other furniture and related equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________, 2021, as of the expiration or earlier termination of such Sublease, and more particularly listed on Schedule 1 attached hereto (the “Existing FurnitureEquipment”) to have and to hold the same unto Buyer, his successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than (i) any container management agreement between Buyer and Cronos Containers (Cayman) Ltd., a Cayman Islands exempted company, and (ii) the use and possessory rights of third party lessees of the Containers in the ordinary course of business. This Xxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, and Buyer dated as of July 1, 2008 (the “Purchase Agreement”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS XXXX OF SALE AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS THE REPRESENTATIONS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO BUYER BY SELLER “AS-IS” “WHERE-IS”, WITHOUT ANY KIND WHATSOEVEROTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FROM SELLERNOW OR HEREAFTER, ITS AGENTS, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDERTHE CONDITION, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR FITNESS USE OR FOR A PARTICULAR USE PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS OR ANY OTHER IMPLIED WARRANTY EXPRESSED ARISING FROM COURSE OF PERFORMANCE, DEALING OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER USAGE IN THE UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE). This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of CaliforniaTRADE. [Remainder of Signature page intentionally left blankfollows.]

Xxxx of Sale. XXXX OF SALE For good and valuable consideration, consideration the receipt and sufficiency of which are is hereby acknowledged, INPHI CORPORATIONTNP SRT WOODLAND WEST HOLDINGS, LLC, a Delaware corporation limited liability company (“SellerTransferor”), does hereby grant, bargain, sell, transfer, set over, assign, and convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), all of the lab benches and other furniture and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________________, 2021a _________________ (“Transferee”) all personal property owned by Transferor and located on or located in or used in connection with the Real Property commonly known as “Woodland West Marketplace” located at 0000-0000 X. Xxxx Xxx Xxxxx and 1112-01226 X. Xxxxx Road, as in the City of the expiration or earlier termination Arlington, County of such SubleaseTarrant, and more particularly listed on State of Texas, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Existing FurniturePersonal Property”), pursuant to that certain Purchase and Sale Agreement between Transferor and Transferee for the purchase and sale of the Real Property (the “Agreement”). BUYER ACKNOWLEDGES THAT SELLER IS SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS Transferor is conveying the Personal Property to Transferee free and clear of free of any lien or encumbrance thereon except as previously disclosed to and accepted by Transferee. Capitalized terms used but not defined in this Xxxx of Sale have the meaning given to such terms in the Agreement. Transferor makes no representation or warranty regarding the condition, merchantability, fitness or usefulness of the Personal Property, and Transferee acknowledges and agrees that it is acquiring the Personal Property in its AS-IS, WHERE-IS, WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVERFAULTS CONDITION, WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, FROM SELLEREXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ITS AGENTSIT BEING THE INTENTION OF TRANSFEROR AND TRANSFEREE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, EMPLOYEES OR BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO ALL MATTERS TRANSFERRED HEREUNDERINCLUDING, SELLER EXPRESSLY DISCLAIMS A WARRANTY WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A ANY PARTICULAR USE PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTY EXPRESSED WARRANTIES WHATSOEVER CONTAINED IN OR IMPLIED THAT MAY ARISE CREATED BY OPERATION OF LAW OR UNDER THE TEXAS UNIFORM COMMERCIAL CODE FOR THE STATE OF CALIFORNIA (OR ANY OTHER STATE)CODE. This Xxxx of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Buyer Transferor and SellerTransferee. The substantive laws of the State in which the Property is located, without reference to its conflict of law provisions, will govern the validity, construction, and enforcement of this Xxxx of Sale. This Xxxx of Sale may be executed in one or more counterparts, each of which shall be governed bydeemed an original and all of which when taken together shall constitute one and the same instrument. Dated: ____________________, interpreted under, 201_. Purchase and construed and enforceable in accordance with, the laws Sale Agreement Exhibit C – Xxxx of the State of California. [Remainder of page intentionally left blank.]Sale 846565.4