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HomeMy WebLinkAboutResolutions - 2023.08.17 - 40496 August 17, 2023 RESOLUTION #2023-3266 _ 23-135 Sponsored By: David Woodward Corporation Counsel - Fully Executed Memorandum of Agreement (MOA) for the Pontiac Redevelopment Project Chair and Members of the Board: NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners adopts the fully executed Memorandum of Agreement (MOA) for the Pontiac Redevelopment Project between Oakland County and the City of Pontiac and authorize the Board Chair to execute said Memorandum of Agreement, a copy of which is attached. Chair, the following Commissioners are sponsoring the foregoing Resolution: David Woodward. Date: August 21, 2023 David Woodward, Commissioner Date: August 21, 2023 David Coulter, Oakland County Executive Date: August 24, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-08-17 Full Board - Adopt Motioned by Commissioner Marcia Gershenson seconded by Commissioner Penny Luebs to adopt the attached Contract: Fully Executed Memorandum of Agreement (MOA) for the Pontiac Redevelopment Project. Yes: David Woodward, Penny Luebs, Kristen Nelson, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (11) No: Michael Spisz, Karen Joliat, Christine Long, Robert Hoffman, Philip Weipert (5) Abstain: None (0) Absent: Gary McGillivray, Michael Gingell (2) Passed ATTACHMENTS 1. Signed with Exhibits-- Memorandum of Agreement for the Pontiac Redevelopment Project between Oakland County and the City of Pontiac STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 17, 2023, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Thursday, August 17, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds MEMORANDUM OF AGREEMENT for THE PONTIAC REDEVELOPMENT PROJECT between THE COUNTY OF OAKLAND and THE CITY OF PONTIAC THIS MEMORANDUM OF AGREEMENT ("MOA'') is made and entered into by and between the COUNTY OF OAKLAND, a Michigan constitutional and municipal corporation, 1200 North Telegraph Road, Pontiac, MI 48341 ("County") and City of Pontiac, a Michigan municipal corporation, 47450 Woodward Avenue, Pontiac, MI 48342 ("City"). In this Agreement, either County and the City may also be referred to individually as a "Party" or jointly as "Parties." Recitals: WHEREAS Oakland County has been awarded a $50,000,000.00 enhancement grant by the State of Michigan for public infrastructure purposes, that would permit the County to relocate certain county operations within the City's downtown area at or near Woodward and Orchard Lake Roads ("Pontiac Office Relocation Project"); and, WHEREAS, in connection with the Pontiac Office Relocation Project, on July 27, 2023 (Resolution #2023-3023) and on August 3, 2023 (Resolution #2023-324 l) the County Board of Commissioners approved an Assignment of Purchase Agreement for the purchase and lease of the following ( collectively referred to as the "Properties") and amendments thereto: a. Office building located at 51111 Woodward Avenue, Pontiac, Michigan 48342, !mown as "Ottawa I Building" or "Ottawa Tower Property" as further described in the Purchase Agreement; b. Vacant office building located at 31 East Judson Street, Pontiac, Michigan 48342, known as" Judson Building" or "Judson Property" as further described in the Purchase Agreement; c. Vacant land parcels as further described in the Purchase Agreement known as "Vacant Lots-Parcels 1 thru 5"; d. Assignment of Ottawa I Building office leases; and e. Assignment of all interest in ground lease for the Phoenix Center Parking Garage, known as "Phoenix Center Parking Garage as further described in the Purchase Agreement; and WHEREAS, the County desires to purchase the Properties for the Pontiac Office Relocation Project for $19,200,000.00 and has completed its due diligence in connection with the purchase; and, Page 1 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 I. II. III. IV. WHEREAS, the City is owner and lessor of the Phoenix Center Parking Garage, and also claims certain interests in the Properties pursuant to a Memorandum of Understanding dated December 31, 2021 ("MOU"); and, WHEREAS, in connection with the County's historic transformational investment into the downtown area of the City, the County has requested and the City desires to transfer and convey the City's interest in the Phoenix Center Parking Garage to the County subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, representations, and agreements set forth in this MOA, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties mutually agree as follows: PURPOSE. The purpose of this MOA is to delineate the responsibilities and obligations of the County and the City regarding the historic transformational investment by the County into the downtown area of the City (hereinafter referred to as the "Pontiac Redevelopment Project"). PURCHASE OF PROPERTIES. Simultaneous, or shortly thereafter, with the execution of this MOA the County expects to execute an Assignment of Purchase Agreement for the Properties ( described below). The Purchase Agreement that is subject to the Assignment of Purchase Agreement is attached as Exhibit A to this MOA. Exhibit A is incorporated into this MOA. The real property and lease subject to the Purchase Agreement are specifically described therein and may be collectively referred to as "Properties" or individually referred to as the following in this MOA: (I) the "Judson Building" or "Judson Property"; (2) the "Vacant Lots" comprised of five (5) distinct and separate real properties identified as Parcels 1 through 5 in the Purchase Agreement; (3) the "Ottawa I Building" or "Ottawa Tower Property"; and (4) the "Phoenix Center Parking Garage or Parking Garage" or "Ground Lease Property." PROJECT AND AGREEMENT ADMINISTRATION. Each Party shall designate and officer or employee to serve as the contact person for the administration of the Pontiac Redevelopment Project and the terms of this MOA. For the City, the City Mayor or their successor or their written designee will serve as the City's MOA Administrator (hereinafter "City's Representative"). For the County, the Deputy County Executive responsible for the Economic Development Department or their successor or their written designee is the County's MOA Administrator (hereinafter "County's Representative"). Either Party may at any time, change the designee by written notification to the other Party with the designee's contact information. COUNTY'S RESPONSIBILITIES. The County shall: a. Move forward with the demolition of the Phoenix Center Parking Garage within twenty-four (24) months of all the following: (I) final payment of all the City's Page 2 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 outstanding debt obligations in connection with the Phoenix Center Parking Garage, (2) conveyance of the property set forth in Section V.d, and (3) receipt, by the County, of any permits or licenses required for the demolition of the Phoenix Center Parking Garage b. Move forward with the construction of a new parking structure in the Downtown Area in an amount not less than thirty million dollars ($30,000,000.00). The new parking structure shall be completed within 24 months following the commencement of construction of the new parking structure, unless otherwise extended by mutual consent of the parties such consent shall not be unreasonably withheld. c. Perform and pay for the repair and reconstruction of portions of Saginaw Street and Auburn/Orchard Lake Road needed as a result of the demolition of the Phoenix Center Parking Garage and/or construction of a new parking structure, including the reconnection of Saginaw Street and repair of Auburn/Orchard Lake Road. Except as provided in this Section, this MOA does not obligate the County to repair and maintain Saginaw Street and Auburn/Orchard Lake Road on a continuing basis after the County reconnects and reconstructs Saginaw Street. The County agrees to complete the repair and reconstruction of the portions of Saginaw Street and Orchard Lake Road within 12 months completion of construction of a new parking structure. d. Transfer the work location of at least 500 County employees to the Judson Building. c. Work with the City to designate "Green Spaee," as defined herein, that shall be utilized for public use. "Green Space" means an area of grass, trees, or other vegetation that is set apart for recreational or aesthetic purposes. In addition, the County shall work with the City to develop a "Campus Plan" (as defined in subsection (h)), which shall include Green Space north of Auburn/Orchard Lake Road. The area designated for Green Space shall be all space that is not occupied by a new parking structure that is north of Orchard Lake Road and South of Water Street within the Woodward loop and must be contiguous and not divided by a road or street. The County agrees to convey to the City in fee simple title by warranty or covenant deed all such Green Spaee not oeeupied by a parking structure north of Auburn and Orchard Lake Roads. In addition, all such Green Space shall not be less than 2 contiguous acres located north of Auburn, the dimensions of which shall be no less than 226' by 390'. The parcel(s) will have direct access to Water St. and/or Saginaw St. The County's conveyance by covenant deed to City shall provide the following terms: "together with all improvements and appurtenances, including but not limited to (a) all leasehold rights, (b) all tenements, hereditaments, privileges and appurtenances thereto belonging or in any way appertaining thereto, ( c) all water, air, riparian and mineral rights, ( d) the use of appurtenant easements, whether or not of record, strips and rights of way abutting, adjacent, contiguous or adjoining the Properties, ( e) all tangible and intangible personal property located thereat, (f) all fixtures, equipment and other items attached to the improvements located at the properties, (h) all fixtures, equipment and other items attached to the Page 3 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 improvements at the properties, (i) all rights of the County under any express or implied guaranties warranties, indemnifications and other rights, if any, and which the County may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the installation, construction and maintenance of the improvements, fixtures and personal property on or about the properties, (j) all assignable licenses, franchises, rights and governmental or other permits, authorizations, consents and approvals, including those necessary to own and/or operate the properties, to the extent that the same are legally assignable and (k) all future land division rights, if any. The covenant deed set forth in this Section shall be executed and delivered to the City within 12 months of the completion of the new parking structure. The County shall be responsible to record the deed. f. Comply with all City ordinances in connection with the development, construction and improvements of the Properties. g. Within 180 calendar days following the City's satisfaction of the requirements of Section V.a, the County and City will meet, confer, create, and enter into a "Campus Plan" setting forth goals and objects for the Pontiac Redevelopment Project. The "Campus Plan" then shall be codified into a separate agreement signed by the signatories to this MOA. The County and the City agree to negotiate in good faith regarding the Campus Plan. V. CITY'S RESPONSIBILITIES. The City shall: a. Within 30 business days of receiving their FY 2024 enhancement grant funding extinguish and pay any current outstanding debt obligations on the Phoenix Center Parking Garage. b. Notwithstanding any other provision to the contrary, the County shall not be responsible for any and all Claims, (as defined below) brought against the City regarding the Phoenix Center Parking Garage that occurred or arose before August 16, 2023; however, the foregoing provision does not require the City to waive its governmental immunity as provided by law or resolve any claims the current lessee of the Phoenix Center Parking Garage may have against the City. c. With the approval of this MOA, the City (I) agrees to waive any and all claims by the City to the Properties and (2) rescinds the December 31, 2021 Memorandum of Understanding ("MOU") between the City and Phoenixrisingpontiac, LLC, 31 E Judson, LLC, and WDC 21, LLC by mutual agreement of the Parties to that MOU on the date of closing set forth in the Purchase Agreement or, if the MOU is not rescinded delete Section 7 of the December 31, 2021 MOU, which involves the transfer of certain real properties (Vacant Lots-Parcel 1 and Parcel 5) to the City. The MOU is attached as Exhibit Band is incorporated into this MOA. The City approves the conveyance of the Vacant Lots (Parcels 1 thru 5) to the County. Page4of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 d. Convey fee simple title to the Phoenix Center Parking Garage (the structure and the real property upon which the structure is located) via a covenant deed, with no rcversionary rights, for the consideration set forth in "County's Responsibilities" Section IV of this MOA, together with all improvements and appurtenances, including but not limited to (a) all leasehold rights, (b) all tenements, hereditaments, privileges and appurtenances thereto belonging or in any way appertaining thereto, (c) all water, air, riparian and mineral rights, (d) the use of appurtenant easements, whether or not of record, strips and rights of way abutting, adjacent, contiguous or adjoining the Properties, ( e) all tangible and intangible personal property located thereat, (f) all fixtures, equipment and other items attached to the improvements located at the Phoenix Center Parking Garage, (h) all fixtures, equipment and other items attached to the improvements at the Phoenix Center Parking Garage, (i) all rights of the City under any express or implied guaranties warranties, indemnifications and other rights, if any, and which the City may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the installation, construction and maintenance of the improvements, fixtures and personal property on or about the Phoenix Center Parking Garage, (j) all assignable licenses, franchises, rights and governmental or other permits, authorizations, consents and approvals, including those necessary to own and/or operate the Phoenix Center Parking Garage, to the extent that the same are legally assignable and (k) all future land division rights, if any. The covenant deed set forth in this Section shall be executed and delivered to the County within 30 business days of the date the City satisfied the requirements in V.a. The County shall be responsible to record the deed. e. Coordinate and cooperate with the County to secure any potential federal, state, or local grants related to the demolition of the Phoenix Center Parking Garage, the construction of a new parking structure, and the repair and reconstruction of portions of Saginaw Street and Orchard Lake Road needed as a result of the demolition of the Phoenix Center Parking Garage and construction of a new parking structure. Such coordination and cooperation shall be in good faith and shall not be unreasonably withheld. VII. LIABILITY. a. Responsibility for Claims. Except as otherwise provided herein, each Party shall be responsible for any Claims made against that Party by a third-party and for the acts or omissions of its employees, volunteers, officers, or officials arising under or related to this MOA. b. Legal Representation. Except as provided herein, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees, for any Claim that may arise from the performance of this MOA. c. Cost/Fines. Each Party shall be solely responsible for all costs, fines and fees associated with any acts or omissions by its employees, volunteers, officers, or officials arising under or related to this MOA. Page 5 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 d. Right to be Indemnified/Reimbursed. Neither Party shall have any right under this MOA or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. e. Governmental Function/Service. Performance of this MOA is a governmental function and government service. This MOA does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this MOA shall be construed as a waiver of governmental immunity. f. Limitation of Damages. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this MOA. g. Definition of Claim. "Claims" as used in this MOA means any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against a Party, or for which a party may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law. VIII. GENERAL TERMS AND CONDITIONS. a. Delegation/ Assignment. Neither Party shall delegate or assign any obligations or rights under this MOA without the prior written consent of the other Party, which consent shall not be unreasonably withheld. For purposes of this Section, consent for the County shall be given by the County Representative or his/her successor and consent for the City shall be given by the City Representative. b. Rights/Remedies. In addition to the rights and remedies set forth herein, for all Claims arising from or under this MOA the Parties shall have all remedies available to it under the law, including the right to bring an action for specific performance of this MOA. c. Creation of Rights. Except as provided for the benefit of the Parties, this MOA does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. d. Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this MOA shall constitute a waiver of those rights with regard to any existing or subsequent breach of this MOA. No waiver of any term, condition, or provision of this MOA, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this MOA. No waiver by either Party shall Page 6 of9 FINAL VERSION-APPROVED BV PONTIAC CITY COUNCIL 08-08-2023 subsequently affect its right to require strict performance of this MOA. e. Severability. If a cou1t of competent jurisdiction finds a term or condition of this MOA to be illegal or invalid, then the term or condition shall be deemed severed from this MOA. All other terms, conditions, and provisions of this MOA shall remain in full force. f. Construction of MOA. The section and subsection numbers, captions, and any index to such sections and subsections contained in this MOA are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this MOA. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this MOA shall be deemed the appropriate plurality, gender or possession as the context requires. g. Force Majeure. Notwithstanding any other term or provision of this MOA, neither City nor County shall be liable for failure to perform its respective obligations under the MOA when failure is caused by a Force Majeure event (as defined in this herein). In the event that either Party ceases to perform its obligations under this MOA due to the occurrence of a Force Majeure event, the Party shall: (a) as soon as practicable notify the other Party in writing of the Force Majeure event and its expected duration; and (b) take all reasonable steps to recommence performance of its obligations under this MOA as soon as possible. The term "Force Majeure" means, and is limited to, the following acts of God, floods, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government (not including the Parties). h. Notices. Notices given under this MOA shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing certified U.S. mail. i. If Notice is sent to County, it shall be addressed and sent to the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341 and the Oakland County Executive, 2100 Pontiac Lake Road, Waterford, Michigan 48328. ii. If Notice is sent to the City, it shall be addressed and sent to the City Clerk, 47450 Woodward Avenue, Pontiac, Michigan 48342 and the City Mayor, 47450 Woodward Avenue, Pontiac, Michigan 48342. iii. Either Party may at any time, change its designee by written notification to the other Party with the designee's contact information. Page 7 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 1. Choice of LawNcnue. This MOA shall be governed, interpreted, and enforced by the laws of the State of Michigan. The Parties shall comply with all federal, state, and local laws, rules, regulations and ordinances. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this MOA shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. J. Dispute Resolution. All disputes arising under or relating to the interpretation, performance, or nonperformance of this MOA shall first be submitted to the City Representative and the County Representative for possible resolution. If the City Representative and the County Representative cannot resolve the dispute after ten (I 0) business days, then the dispute shall be submitted to the signatories ( or their successors) of this MOA for possible resolution. k. Counterparts. This MOA may be executed in any number of counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one MOA. Copies (photo, fax, or electronic) of signatures to this MOA will be deemed originals and may be relied on to the same extent as originals. I. Entire Agreement. This MOA represents the entire agreement and understanding between the Parties regarding the Pontiac Redevelopment Project and the Phoenix Center Parking Garage. This MOA supersedes all other oral or written agreements between the Parties regarding that subject matter. The language of this MOA shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. m. Recitals. The recitals shall be considered an integral part of the MOA. IX. TERM AND TERMINATION a. Tenn. This MOA shall commence on the date it is executed by both Parties ("Effective Date"). However, if the closing does not occur as set forth in the Purchase Agreement, this MOA shall be null and void. b. Legal Action. In the event that either Party shall materially default in the performance of its obligations set forth in this MOA, after receipt of written notice and passage of time to cure, (30 calendar days), the other Party may seek appropriate legal action in a court of competent jurisdiction to compel compliance, including an action for specific performance. Page 8 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 <:f'JU.,~,: OF7~AND A~-----By:4?0Lt~~ Date: Printed Name: David Coulter Title: Oakland County Executive CITY OF PONTIAC By: ~ ~ate: ............... A~~'f--&-,, ~f-----"-~-O~o23~ PrintedN~~~ 1/ Title: Mayor of the City of Pontiac CITY OF PONTIAC By:~~ Date: AUt.U~ .:=t, 2-02'$ Printed Name: Michael McGuinness Title: Pontiac City Council, President Page 9 of9 FINAL VERSION-APPROVED BY PONTIAC CITY COUNCIL 08-08-2023 48033560.7 ASSIGNMENT OF PURCHASE AGREEMENT IN CONSIDERATION of One ($1.00) Dollar, and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, FARBMAN ACQUISITION, LLC, a Michigan limited liability company (“Assignor”), hereby assigns, transfers and conveys to OAKLAND COUNTY, a Michigan constitutional and municipal corporation (“Assignee”), all of Assignor’s right, title and interest in and to that certain Purchase Agreement dated as of May 17, 2023, as amended by that certain First Amendment of Purchase Agreement dated as of July 12, 2023, as amended by that certain Second Amendment of Purchase Agreement dated as of July 20, 2023, as amended by that certain Third Amendment of Purchase Agreement dated as of July 28, 2023, as amended by that certain Fourth Amendment of Purchase Agreement dated as of August 2, 2023 (collectively, the “Purchase Agreement”), by and between Assignor, as purchaser, and 31 E Judson LLC, a Michigan limited liability company, Ottawa Towers 2021, LLC, a Michigan limited liability company, Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan limited liability company, Kingsville Properties II LLC, a Michigan limited liability company, Kingsville Properties III LLC, a Michigan limited liability company, and PhoenixRisingPontiac, LLC, a Michigan limited liability company, collectively, as seller, and Assignee hereby assumes all of Assignor’s right, title and interest in and to the Purchase Agreement. The Purchase Agreement is attached and incorporated into this Assignment as Exhibit A. The Assignee agrees to perform the obligations of the Assignor under the Purchase Agreement, including, without limitation, the funding of any earnest money deposit and payment of all other amounts required to be funded by the Purchaser, and performance of all covenants of Purchaser, under the Purchase Agreement. The parties acknowledge the Assignor made the Deposit in the amount of One Hundred Ninety Thousand Dollars ($190,000.00) to the Escrow Agent under the Purchase Agreement. The Assignee hereby agrees to pay to Assignor the amount of One Hundred Ninety Thousand Dollars ($190,000.00) by no later than August 16, 2023, as a reimbursement of the Deposit made by the Assignor under the Purchase Agreement. This Assignment of Purchase Agreement may be executed in telecopy (facsimile) or electronic (email) copies and facsimile or electronic signatures shall be binding upon the parties and shall have the same full force and effect as if an original executed copy of this Assignment of Purchase Agreement had been delivered. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Purchase Agreement. [Remainder of page intentionally left blank] EXHIBIT A 2 48033560.7 IN WITNESS WHEREOF, the parties have executed this Assignment of Purchase Agreement as of August 9, 2023 ASSIGNOR: FARBMAN ACQUISITION, LLC, a Michigan limited liability company By: Name: Andy Gutman Its: Authorized Representative ASSIGNEE: OAKLAND COUNTY, a Michigan constitutional and municipal corporation By: Name: David T. Woodward Its: Chair, Oakland County Board of Commissions EXHIBIT A OocuSign Envelope ID: EC002C56-865C-4453-BBA8-3A1FA4E6EE08 Pl'RSCANT TO SECTION 20116 OF TflE NATURAL RESOURCES AND ENVIRONMENTAL PROTECTION ACT (NREPA). 1994. P.A. 451. AS AMENDED. SELLER HEREBY NOTIFIES BUYER THAT "JUDSON PROPERTY" (AS DEFINED HEREIN) IS A "FACILITY" (AS THAT TERM IS DEFINED IN SECTION 20101( I )(S) OF NREPA) BASED ON THE INFORMATION CONTAINED IN TIIE BASELINE ENVIRONMENTAL ASSESSMENT PREPARED BY PM ENVIRONMENTAL. INC. DATED FEBRUARY I. 2021. BY SIGNING THIS AGREEMENT. BUYER ACKNOWLEDGES RECEIPT OF TlllS NOTIFICATION AND THE BEA AND AGREES THAT THE NOTIFICATION FULLY COMPLIES WITH THE REQUIREMENTS OF SECTION 20116 OF NREPA. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of the date of the last signature on the signage page hereof(the "Effective Date"), by and between FARBMAN ACQUISITION, LLC, a Michigan limited liability company (the "Purchaser"), and 31 E JUDSON LLC. a Michigan limited liability company, ("Judson Seller"), OTT AW A TOWERS 2021, LLC, a Michigan limited liability company ("Ottawa Seller"). EXCELLOR LLC, a Michigan limited liability company, EXCEL LOR 2 LLC. a Michigan limited liability company, EXCELLOR 3 LLC. a Michigan limited liability company, EXCELLOR 4 LLC, a Michigan limited liability company, EXCELLOR 5 LLC. a Michigan limited liability company, EXCELLOR 6 LLC. a Michigan limited liability company, EXCELi.OR 7 LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES II LLC. a Michigan limited liability company, KINGSVILLE PROPERTIES Ill LLC. a Michigan limited liability company (collectively herein "Vacant Lot Seller") and PHOENIXRISINGPONTIAC, LLC. a Michigan limited liability company ("Garage Seller", and together with the Judson Seller, Ottawa Seller. and Vacant Lot Seller, the "Seller"). RECITALS: A. Judson Seller owns that certain vacant office building located at 3 l East Judson Street, Pontiac, Oakland County, Michigan 48342 and as more particularly described on Exhibit "A" to be attached hereto (the "Judson Building" or "Judson Property.") B. Ottawa Seller O\\nS that certain office building located at 51111 Woodward Avenue, Pontiac, Oakland County, Michigan 48342 and as more particularly described on Exhibit "C" (the "Ottawa I Building" or "Ottawa Tower Property.") C. Vacant Lot Seller owns that certain vacant land more particularly described on Exhibit "B" to be attached hereto (the "Vacant Lots"). D. Garage Seller is the lessee with respect to a ground lease of the Phoenix Center Parking Garage (the "Parking Garage") commonly referred to as the "Phoenix Center" as more particularly described on Exhibit ""E" and hereinafter referred to as the "Ground Lease Property" pursuant to a Parking Lease Agreement dated March 11. 2021 (the "Ground Lease"). E. The Judson Property. the Ottawa Tower Property. and the Vacant Lots are hereinatler referred to individually, as a "Property" and collectively, as the "Properties." F. The Ottawa Tower Proper!) is subject to certain leases (each, a "Lease" and collectively, the "Leases") by tenants as set forth on Exhibit ''F' attached hereto. The tenants pursuant to the Leases shall each hereinafter be referred to as a "Tenant" and collectively, the "Tenants". 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4-453-BBA8-3A1FA4E6EE0B G. Seller desires to sell the Properties and assign the Seller's interest in the Ground Lease to Purchaser and Purchaser desires to purchase the Propetiies and assume Seller's interest in the Ground Lease, all in accordance with and subject to the terms and conditions hereinafter set forth. IN CONSIDERATION of the mutual co\enants and agreements herein contained and of the benefits to be derived herefrom, receipt \\hereof is hereby several!) acknowledged. Seller and Purchaser hereby agree as follows: I. Offer. Purchaser hereb; offers and agrees to purchase the Properties and the Seller's leasehold rights to the Ground Lease (the "Ground Lease Interest"). together with all improvements thereon and appurtenances thereto, all a,;;; provided herein. Included in this sale without any representation, warrant; or covenant of Seller except as expressly provided herein are (a) all leasehold rights. (b) all tenements. hereditaments, privileges and appurtenances thereto belonging or in any way appertaining thereto, (c) al! right, title and interest of Seller in any street, road or avenue, open or proposed, in front of or adjoining the Properties, or any part thereof, (d) all water, air. riparian and mineral rights, (e) the use of appurtenant easements. whether or not of record, strips and rights of½ay abutting, adjacent. contiguous or adjoining the Properties. (f) all tangible and intangible personal property located thereat. (g) all fixtures, equipment and other items attached to the improvements located at the Properties, (h) all fixtures, equipment and other items attached to the improvements at the Ground Lease Property and which are leased by Seller under the Ground Lease. (i) all rights of Seller under any express or implied guaranties warranties, indemnifications and other rights, if any, and \vhich Seller may have against suppliers, laborers, materialmen. contractors or subcontractors arising out of or in connection with the installation, construction and maintenance of the improvements, fixtures and personal property on or about the Properties and the Ground Lease Property, U) all assignable licenses, franchises, rights and governmental or other permits, authori7Ations, consents and approvals, including those necessary to own and-1or operate the Properties and the Ground Lease Property, to the extent that the same are legally assignable and (k) all future land division rights, if any, subject only to (i) any encumbrances or exceptions identified on the Commitments (as defined below) or shown on the Updated Surveys (as defined below), if any, that are not objected to by Purchaser prior to the Title Objection Deadline (as defined below). (ii) all real estate taxes and assessments, both general and special, not yet due and payable as of the Closing; (iii) applicable zoning ordinances; (iv) all terms and conditions of the Amended and Restated Memorandum of Understanding Public Private Partnership Agreement dated December 3 l, 2021 ('"MOU"), and (v) encumbrances caused by the actions or omissions of Purchaser or its agents (collectively, the "Permitted Exceptions"). 2. Acceptance. Seller hereby accepts the said Ofter of the Purchaser. Such Ofter and Acceptance are subject to and in accordance with the terms and conditions hereinafter set forth. 3. Purchase Price. The purchase price for the Properties and Ground Lease Interest is Nineteen Million Two Hundred Thousand and 00'100 ($19,200,000.00) Dollars. The Purchase Price shall be paid as follows: A. Deposit. Within three (3) business days atter the Effective Date, Purchaser shall deposit in escrow with A TA National Title Group, LLC. located in Bloomfield Hills, Michigan ("Escrow Agent"), an earnest money deposit in the amount of One Hundred Nine!) Thousand and 00 I 00 ($190,000.00) Dollars, which sum shall be applied upon the Purchase Price at the last Closing under this Agreement or delivered to Purchaser or Seller, as the circumstances warrant, under the terms of this Agreement (the "Deposit"). B. Balance. The balance of the Purchase Price allocated to the Properties to be purchased at the Closing shall be paid. plus or minus closing adjustments. as the case ma; be, in \vire transferred funds to Seller at Closing in exchange for a Cmenant Deed conveying fee simple, marketable title of such Properties to Purchaser and an assignment of the Ground Lease fnterest, all free and clear of any and a!! liens or encumbrances except as specifically set fo1ih herein and subject only to the Permitted Exceptions. Any existing liens. land contracts and mortgages shall be discharged at Closing. with Seller being responsible fix an) prepayment penalties thereon. 47953858.& EXHIBIT A OocuS1gn Envelope ID: EC0O2C56-865C-4453-BBA8-3A 1 FA4E6EE0B C. Allocation. Seller and Purchaser shall mutuall) agree to allocate the Purchase Price amongst the Properties and the Ground Lease at or prior to expiration of the lnspel'tion Period (as defined belov\) fix purposes of title insurance, trans for tax and reporting purposes, and the parties shall not unreasonahl) condition. \\ ithhold or dela; such agreement on the allocation of the Purchase Price. 4. Evidence of ritle. A. Title Commitments. As evidence of title.\\ ithin se\ en (7) da)S following the Effecti\e Date. Purchaser shall order title commitments for A.L.T.A. owner's policies of title insurance for each of the Properties and a leasehold policy of title insurance for the Ground Lease Propert) and all to be marked-up and 'or issued at the Closing (as applicable) (with final policies issued as soon as possible thereafter) without standard exceptions (subject to Purchaser obtaining Updated Surveys required by and acceptable to Title Company to remove the so called 'survey' exception(s)), in the amount of the total Purchase Price (the "Commitments"), which Commitments shall be issued by A TA National Title Group, LLC, located in Bloomfield Hills, Michigan, as agent for the same title insurance underwriter that insured Seller's prior owner's title insurance policies, so as to obtain the maximum title policy premium reissue discounts ("Title Company"), the same to bear a date later than the date hereof, wherein the Title Company shall agree to insure the title in the condition required hereunder and as marketable title as to the Prope11ies and Vacant Lots subject only to the Permitted Exceptions. One (I) Commitment shall be for the Judson Property, one (I) Commitment shall be for the Ottawa Tower Property and one (I) Commitment shall be a leasehold title insurance policy for the Ground Lease Property, Purchaser shall, at the time of Closing, order policies of title insurance from the Title Company pursuant to said Commitment(s) ('"Title Insurance Policies"), which shall be issued without standard exceptions unless Purchaser fai Is to obtain the Updated Surveys, in which event the standard "survey'' exception shall remain. The cost of said Title Insurance Policies shall be paid for by Seller and Purchaser shall be responsible for the cost of all title endorsements to such Title Insurance Policies. R Survev. Seller agrees to furnish or cause to be furnished to Purchaser, within five (5) days following the Effective Date, Seller's existing A.L.T,A, boundary surveys of the Properties and the Ground Lease Property, if any (the "Surveys"). Thereafter, Purchaser shall have the right to obtain current ALTA. boundary surveys of the Properties (the Updated Surveys"), at Purchaser's sole cost and expense. Updated Surveys, if desired by Purchaser, shall be ordered within ten ( I 0) days of the Effective Date, or Purchaser shall waive any objections to matters disclosed by such Updated Surveys. Purchaser shall provide Seller and Title Company with copies of all Updated Surveys and all third-party reports ordered by or on behalf of Purchaser. C. Objections. Purchaser shall have the right within fifty (50) days after the Effective Date (the "Title Objection Deadline") to notify Seller of any title objections it may have at any time to the Commitments, all items of record and the Updated Surveys, if an,. If Purchaser notifies Seller of any title objections, then, Seller shall have five (5) days from the date notified in writing of the particular defects claimed, either ( 1) to remedy the title, or (2) to obtain title insurance as required above reasonably satisfactory to Purchaser, or (3) to notify Purchaser that Seller is unable or unwilling to remedy all such objections, which shall be Seller's deemed response if Seller fails to respond to Purchaser's claimed defects; provided, that Purchaser may elect to waive such defects and proceed with this transaction subject thereto and, provided further, that in the event that any such defect results from liens or encumbrances having liquidated amounts caused by or through Seller, Seller shall pay such amounts and cause such liens or encumbrances to be paid off and released at or prior to Closing. If the Seller remedies the title or shall obtain a commitment. reasonably satisfactory to Purchaser, for an) required endorsements to the title po lie) within the time specified, the Purchaser agrees to complete the sale within fifteen ( 15) days of written notification thereof but no sooner than the Closing Date hereinafter specified. If the Seller is unable or um\il!ing to remedy the title or obtain title insurance, reasonably satisfactOJ') to Purchaser, within the time specified. then Purchaser may terminate this Agreement b) written notice to the Seller. in which event the Deposit shall be refunded forthv\ith in full termination of this Agreement. In the event that Purchaser does not elect to terminate this Agreement in accordance with the foregoing. then all matters affCcting title to the Properties reflected on the Commitment and any Updated Surve; that Seller has not otherwise elected in writing to cure shall constitute Permitted Exceptions approved by Purchaser. In tht: e\ent 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0O2C56-B65C-4-453-BBA8-3A1FA4E6EE0B that there are nev. conditions identitied on anj updated Commitments or any modifications to the Updati.:d Sur\e). then, in such event. Purchaser shall ha\e the right to notif) Seller of such additional objections \\hich will be treated as ne\\ title defects as set forth in thb. Section 4.C and Purchaser shall ha\C the right to object to such matters as set forth abo\e. 5. Possession. Exc!ushe possession of the Ottm\a To\\er Property and the Ground Lease Property shall be deli\ered to Purchaser at the time of Closing subject only to the rights of the Tenants as tenants on!) pursuant to the Leases. \Vithout rights of first refosal to or rights of first offer to purchase. Exdusi\e possession of the Judson Property and Vacant Lots shall be deli\ered to Purchaser at the time of Closing. 6. Representations. \\'arranties and Covenants. Seller represents and v\arrants unto Purchaser, as of the date hereof, the date of the Closing and to survi\e thereafter subject to the limitations set forth below. as follows: A. The parties executing this Agreement on behalf of Seller have the full power and authoritJ to enter into and perform this Agreement on behalf of Seller. B. Except as disclosed by or in relation to that Baseline Environmental Assessment prepared by PM Environmental, Inc. dated february I, 2021 as to Judson Property ("BEA") or other reports, audits, or assessments identified on Exhibit "H" resulting from inspection, sampling, testing, monitoring or other research of the Properties, reporting any contamination or violation of environmental lav,/s, such as a Phase I Environmental Assessment ("Environmental Reports") delivered or made available to Purchaser by Seller, Seller has received no written notice of any pending or threatened lawsuits, condemnation proceedings, administrative proceedings or environmental investigations affecting the Properties or the Ground Lease Property or Seller's ability to convey same. C. To Seller's knowledge, the rent roll attached hereto as Exhibit "F-1" (the "Rent Roll") is true and correct in all material respects. Attached hereto as Exhibit ""F ""is a true, correct and complete list of the Leases in effect as of the date set forth therein. Except as set forth on Exhibit "F-2." if any, Seller has not received nor delivered any written notice asserting a material default under any of the Leases. D. Except with respect to the Leases, there are no other leases, written or oral. express or implied, with respect to the Properties or the Ground Lease Property, and. subject to Section 9, Seller is not obligated to pay an) leasing commissions with respect to any of the Tenants or the Leases and all leasing commissions due in connection with the execution of the Leases have been paid prior to the date hereof Except as disclosed on Exhibit "J" attached hereto, there are no unpaid Tenant Inducement Costs (as defined below) existing a'> of the Effective Date. E. The Ground Lease is in full force and eftect and has not been amended or modified and, except as set forth in the Rent Roll. Seller has not entered into any subleases or other arrangements with respect to the Ground Lease Property and has not granted any parties the right to utilize the Ground Lease Property. At the Closing, subject to the MOU, the Ground Lease Interest will be conveyed free and clear of all liens or encumbrances. F. There are no knov1-"11 rights of first refusal or rights of first otlCrs with respect to the Properties or the Ground Lease Interest. G. Seller has not received written notice from any governmental entit) of an; violation of any Environmental Law except as disclosed b) or in relation to the BEA identified on Exhibit "H." H. Intentionally deleted. I. Intentionally deleted. ➔7953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B J. ~either Seller nor an) partners. members. shareholders or atliliates (induding. \\ ithout limitation. indirect O\\J1crs) m\TTS or has rights to acquire any interest in an; real property \\hich is adjacent to or contiguous with the Properties or the Ground Lease Propert). K. Seller is not a "foreign person" as defined in§ 1445(1)(3) of the Internal Revenue Code: Seller shall so certif)-at Closing. Except as otherwise pn.)\ ided herein or in the clos:;ing documents to be executed and or deli\ ered at Closing (the "Closing Documents"), Purchaser acknowledges and agrees that the Purchaser is purchasing the Properties and the Ground Lease Interest in ''AS IS;' "WHERE IS'' and without representation or warranty of any kind or nature \Vhatsoever other than a-; set forth in this Agreement or the Closing Documents. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES STATED HEREIN OR THE CLOSING DOCUMENTS, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT PURCHASER IS ACQUIRING THE PROPERTIES AND THE GROUND LEASE INTEREST "AS IS" AND "WHERE IS", AND WITH ALL FAULTS, AND THAT, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES. EXPRESSED OR IMPLIED. WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION, EXPENSES OR THE DESIGN OR CONDITION THEREOF. OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTIES AND THE GROUND LEASE INTEREST OR TlllS OFFER (INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES AND TIIE GROUND LEASE PROPERTY, THE PRESENCE OR EXISTENCE OF ANY HAZARDOUS SUBSTANCES ON OR NEAR THE PROPERTIES AND THE GROUND LEASE PROPERTY, WARRANTIES OF HABITABILITY, MERCHANTABILITY AND'OR OF FITNESS FOR A PARTICULAR PURPOSE, WHICH MIGHT BE PERTINENT IN CONSIDERING THE ENTERING INTO OF TIIIS OFFER OR THE PURCHASE OF THE PROPERTIES AND THE GROUND LEASE INTEREST, AND PURCHASER DOES HEREBY EXPRESSLY ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. PURCHASER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTIES AND THE GROUND I.EASE PROPERTY, COPIES OF WlllCH HAVE PREVIOUSLY BEEN DELIVERED OR WILL BE DELIVERED TO PURCHASER, WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER llAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, GUARANTEES. PROMISES, STATEMENTS, WARRANTIES OR INFORMATION PERTAINING TO THE PROPERTIES AND THE GROUND LEASE PROPERTY. OR THE OPERATION THEREOF, FURNISHED BY SELLER, ANY REAL ESTATE BROKER, AGENT, ATTORNEY. EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS A SOPHISTICATED AND EXPERIENCED PURCHASER OF PROPERTIES SUCH AS THE PROPERTIES AND THE GROUND LEASE PROPERTY AND HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS OFFER AND THAT THE PURCHASE PRICE IS FAIR CONSIDERATION FOR THE PROPERTIES AND THE GROUND LEASE INTEREST. THIS PARAGRAPH SHALL SURVIVE CLOSING OR TERMINATION OF THIS AGREEMENT. If at an; time Purchaser determines that an: of the representations and \-varranties set forth above are incorrect or untrue or in the event that Seller fails to perform an; of the covenants contained in this Agreement, then, in such event and not\vithstanding anything contained herein to the contrary, Purchaser shall have the right as its sole option to terminate this Agreement upon \Hitten notice to Seller in which event the Deposit shall be returned to Purchaser; provided, however, nothing herein shall be deemed a limitation on Purchaser's rights and remedies in the event that any representation or warranty made by Seller was known to be incorrect \-Vhen made. All of the representations and warranties shall be recertified at Closing and shall survhe for a period of six (6) months following the Closing Date and in the event no action is brought against Seller \vith respect to a breach of a representation or warranty within such six (6) month period, then, thereafter. such representations and 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B \\arranties shall thereafter terminate. In no e\ent shall Purchaser be entitled to sue. seek. obtain or be a\-vardcd damages from Seller or othen\ ise make an) claim or otherwise -;eek reco\ ti) against Seller (and the same shall not be actionable or pa)able) for a breach of an) representation or warrant) of Seller under this Agreement. unless and until the aggregate amount of damages or claints arising from sul'h breaches exceeds the sum of One Hundred h,ent, Five Thousand and 00 I 00 (S 125.000.00) Dollars. in "hich event the tull amount of such claims shall be actionable up to. but not in excess of three percent (3° o) percent of the Purchase Price, \vhich shall be the maximum liability of Seller to Purchaser with respect to a breach of such representation and warranties. except in the event of Seller's fraud. In the e\ent that Purchaser has actual knowledge ofa breach of a representation and \varranty prior to Closing and does not elect to terminate this Agreement as provided above, then the representations and warranties made b) Seller to Purchaser pursuant to this Agreement as of the date of Closing will be deemed modified to reflect such information. The term ·'Seller's Knowledge" or ~•seller is not otherwise aware" as used in this Agreement means the actual current conscious kno\vledge possessed by Tarik Y. Dinha II (without investigation or inquiry). Notwithstanding an;thing contained herein to the contrary. Tarik Y. Dinha II shall not have any personal liability whatsoever with respect to any of the matters set forth in this Agreement or any of Seller's representations and/or warranties herein being or becoming untrue, inaccurate or incomplete in any respect, except to the extent that the same is a result of intentional misrepresentation. fraud. or willful misconduct. 7. Conditions Precedent. The obligation of Purchaser to close on the transaction contemplated herein at the Closing shall be conditioned upon each of the following conditions precedent (as applicable): A. Title and Survey. Satisfaction of the title and survey conditions of Section 4 hereof: including that the Title Company shall have irrevocably committed to issue the Title Insurance Policies to be issued at the Closing or provided a satisfactory "marked up" title commitment to issue such Title Insurance Policies in the condition required herein and insuring Purchaser's ownership of the Properties and the Ground Lease Interest to be acquired at such Closing. B. Inspection Period. Purchaser and its agents shall have a period expiring sixty (60) days alter the Effective Date (the "Inspection Period") to inspect or cause to be inspected all aspects of the physical and economic condition of the Properties, access to which shall be freely granted to Purchaser and 'or Purchaser's agents, representatives, at all reasonable times ("'InspectionsH). Purchaser. and Purchaser's agents and representatives, shall have the right. from time to time. prior to the Closing Date or earlier termination of this Agreement. during normal business hours, subject to the rights of Tenants under the Leases, to enter upon the Properties for the purpose of conducting visual inspections of the Properties, testing of machinery and equipment, taking of measurements, making of surveys and generally for the reasonable ascertainment of matters relating to the Properties: provided. however. that Purchaser shall: (i) give Seller at least twenty four (24) hours prior written notice of the time and place of any such regularly scheduled entry, in order to permit a representative of Seller to accompany Purchaser (provided the unavailability of Seller shall not cause delay in such inspections): (ii) use commercially reasonable efforts not to unreasonably interfere with the Seller's operations of the Properties; (iii) not conduct any im asive or intrusive activity in, on or at the Properties without in each instance obtaining the prior written consent of Seller; pro\ ided, however, that the Purchaser shall be entitled to conduct a Phase II environmental site assessment \vith respect to the Judson Property and such other testing as is necessary to file a baseline environmental assessment with respect thereto and in such instance Purchaser's request for approval shall include a written summary of the scope and detail of the work and testing Purchaser intends to perform; (iv) restore any damage to the Properties or any adjacent proper!) caused b) such actions; (v) be responsible for all claims and or liabilities relating to such entry and activities, other than due to Seller's negligence or willful misconduct or the disco\ery of any existing conditions at the Properties or Ground Lease Property; and (vi) prior to entry onto the Properties. furnish Seller with evidence of general liabilit, and property damage insurance maintained by Purchaser (which may be part of an umbrella policy) with combined limit single insurance coverage ofat least One Million Dollars ($1,000.000.00) and naming Seller as additional insureds. If Purchaser is not satisfied in its sole and exclusi\e discretion with the results of the Inspections for an) reason whatsoe\ a. Purchaser may rescind this Agreement b) pro\ iding written notice to Seller on or before the 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-B65C-4453-BBA8-3A 1 F A4E6EE0B expiration date of the Inspection Period and shall thereupon receive a refund of the Deposit and be relie\eJ of an) and all liabilit: hereunder. Purchaser shall have no obligations to notit} Seller of an; reasons for such rescission. Not\\ ithstanding any other provision to the contrar) in this Agreernent, if Purchaser does not pro\ i<le Seller written notice of its intent to either proceed with this transaction or to rescind this Agrl.:'.ement, then. in such e\ent. Purchaser shall be deemed to ha\e terminated this Agreemt:nt as of the expiration date of the Inspection Period. in which event the Deposit shall be released to Purchaser and Purchaser shall be released of an) and all liabilit) hereunder. other than those obligations that expressly st1r\ive Closing (including providing Seller \-vith those third party reportr.; obtained by Purchaser). Purchaser shall ha\e no obligation to notif,> Seller of any reason for such rescission. C. Tenant Estoppel Certificate~. Not later than three (3) business days prior to the Closing Date. Seller shall obtain and deliver to Purchaser tenant estoppel certificates (with such non-material modifications as any tenant shall make thereto) in form attached hereto as Exhibit "I" ("Tenant Estoppel Certificates" or "Tenant Estoppel") from Tenants leasing not less than seventy five percent (75°10) in the aggregate of the leased square footage of the Ottawa Tower PropertJ (which in an) event shall include an executed estoppel certificate from the State of Michigan) and each Tenant of the Ground Lease Property. Any Tenant, including the State of Michigan, may provide in lieu of the form provided in Exhibit "'I" an estoppel certificate using its customary form or using the fonn attached to its lease. Purchaser agrees not to object to (A) any non-material qualifications or modifications (including, without limitation, knowledge qualifiers) which a tenant may make to the form of Tenant Estoppel andior (B) any modification to a Tenant Estoppel to conform it to the form of tenant estoppel the tenant is required to give under its lease. In the event that Purchaser receives a Tenant Estoppel Certificate that reflects any default or matter which may ripen into a default, or disputes that the applicable lease is in full force and effect, or discloses any modifications or amendments that are not included on Exhibit "F" attached hereto, or that contains any other material and adverse modifications to which it objects, Purchaser may deliver ,vritten notice of objection to Seller within three (3) business days of its receipt of such estoppel certificate, Failure of Purchaser to timely deliver such notice shall be deemed a waiver of Purchaser's right to object hereunder. D. SNDA. Seller \viii request and use commerciall) reasonable efforts to provide to Purchaser prior to the Closing Date, a subordination, non-disturbance and attornment agreement ("SNDA"), executed and delivered from each of the Tenants, if required by Purchaser's lender, in the fonn provided by Purchaser (or in the fonn prescribed the applicable Tenant's Lease), naming the Purchaser as landlord and Purchaser's lender as mortgagee. E. Ground Lease EstoppeL Not later than three (3) business days prior to the Closing Date, Seller shall obtain and deliver to Purchaser a Ground Lease Estoppel in form and substance satisfactory to Purchaser in all respects from the City of Pontiac as the ground lessor under the Ground Lease certit}'ing that the Ground Lease is in full force and effect without default and without identifying any matters which may ripen in into a default and which shall certify that the Ground Lease has not been amended or modified and containing such other information as Purchaser may reasonably request including. without limitation, confirmation that such Ground Lease may be assigned to Purchaser or its designee. F. Due Diligence Information, Within five (5) days following the Effoctive Date, Seller shall provide Purchaser with copies of each of the due diligence materials identified on Exhibit "G", to the extent in Seller's possession or control, G. Representations and Warranties. All of Seller's representations~ warranties and agreements contained herein shall be true and correct as of the date hereof and on the date of Closing, which Seller shall certif; to at Closing, and Seller shall not have, on the date of Closing, failed to meet, compl; with, or perfrmn, any condition or agreement on its part to be performed under the tenns and conditions contained herein. 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-B65C-4453-88A8~3A1FA4E6EE0B 8. Closing. Purchaser and Seller shall close on tht..' purchase of Properties; on the da) \1,,hich is thirt) (30) da)~ after the expiration date of the Inspection Period. The Closing shall take place\ ia escro\1,, or at the office or the Title Cornpan) or such other place as the parties ma) mutual!) agree. At the Closing. such documents as ma; be necessar) to complde this transaction shall be executed an<l or dcli\ered by Purchaser and Seller. including. \\ithout limitation. a cmcnant deed comeying t"i.:-c simple. marketable titk to the Properties to Purchaser. and a quit claim deed as to the Ground Lease Propert). an assignment of le<L"-es and rents. a bill of sale and general assignment. a certificate of accuraq, a certified rent roll. a non-foreign person affidavit and any document<; reasonahl: required by the title compan) to close the transaction. 9. Closing Adjustments. The fiJl!m\·ing shall he apportioned against sums due Seller at the ('losing: A. All real and personal property taxes and special assessments of \\.hatevcr nature and kind which have become due and payable or are delinquent as of the date of Closing with respect to the Properties and the Ground Lease Property shall be paid and discharged by Seller. All current taxes for periods prior to Closing with respect to the Properties and the Ground Lease Property \vhich hm,e not )Ct been paid shall be prorated at Closing in accordance with local custom with Seller responsible for taxes the Closing Date and, if Closing occurs prior to the receipt by Seller of the tax bill for the Properties for the applicable tax period, credit for taxes shall be based upon the most recent ascertainable assessed valuation. B. Current rents under the Leases shall be prorated and adjusted as of the date of Closing based upon the actual number of days in the month of Closing with Purchaser being credit for rents on the day of Closing. In no event shall Purchaser be charged with any past due rentals and rentals past due at the time of Closing if collected by Purchaser shall be the exclusive property of Purchaser and Seller shall have no surviving rights after Closing to collect past due rents from tenants. In the event that any Tenant pays additional rental items such as real estate taxes, maintenance and operating expenses and insurance on an estimated basis. then. prior to Closing, Seller shall complete a reconciliation of all such expenses for the partial calendar year 2023. and shall provide Purchaser v,:ith a credit at Closing for any amounts which Purchaser may be obligated to refund to the Tenants. In no event shall Purcha,;;er be charged ,vith any past due rentals, which, if collected by Purchaser. shall be remitted to Seller only after all current rents and other charges have been satisfied, and less Purchaser's reasonable costs of collection, including attorney's fees. All tenant securit, deposits shall be assumed b1 Purchaser with credit therefor against sums due at Closing and an) prepaid rents shall he credited to Purchaser at Closing. Should any current charges or billings to Tenants for utilities. including electricity, se\ver and water charges that are payable in arrears, be unkno\\n at Closing. such charges shall be estimated and prorated as of Closing. with Purchaser receiving a credit from Seiler, based upon the last available invoices or billing therefor. C. Seller shall be responsible for payment of expenses for HV AC, electric it,, water, waste disposal. sewage, utilities, operating materials and supplies. custodial services, security, insurance. expenses under service contracts, and any other operating expenses ("'Operating ExpensesH) related to the Properties and Vacant Lots arising prior to Closing. and any such expenses Seller is express!; obligated to pay that arise under the Ground Lease prior to Closing. which shall be paid in full prior to Closing. D. Seller shall pa; all state, county, city and other real estate conveyance, tangible, intangible. stamp and similar taxes and any other transfer taxes due at the Closing or required to be paid upon recording of the Covenant Deed or the assignment of the Ground Lease Interest. E. Tenant Inducement Costs (as defined below) and Leasing Commissions (as defined below) payable with respect to any Leases shall be allocated as fi.,llows between Seller and Purchaser: (i) Seller shall be responsible for, and shall pa) when due, all Tenant Inducement Costs under, and Leasing Commissions with respect to, Leases entered into prior to the Effective Date, and (ii) Purchaser shall be responsible for, and shall pay when due, all Tenant Inducement Costs and Leasing Commissions under Leases entered into after the Effective Date. For purposes hereat; "Tenant Inducement Costs" shall mean any and all free rents and rent abatements under any Leases as well as any and all out-of-pocket payments required under a Lease to be paid 47953858.8 EXHIBIT A DocuSign Envelope 10: ECOD2C56-865C-4453-BBA8-3A1FA4E6EEOB b) the landlord thereundi:r ( including thi: co~t of \\Ork to be perfi.mned b) or on behalf of the landlord) to or for the benefit of the tenant thereunder. \\11ich is in the nature of a tenant inducement or concession. including. v,ithout limitation. tenant impnn.ement costs. and other \\Ork. al!m\ances, lease bu;out cosh, legal foes and expenses and moving allowances; and the term "Leasing Commissions" shall mean any leasing commission pa;ahle to an) broker in connection \\ilh a Lease for the initial term ofan)-Lease as \\ell as an) due in connection \\ith an) renev.-al. or extension period and-or expansion option. IC a.s of the Closing Date. Seller shall ha\e paid an) Tenant Inducement Costs and or Leasing ('ommissions for which Purchaser is responsible pursuant to the fi.1regoing pHn is ions. Purchac;er shall reimburse Seller thercfi.)r at Closing. F. Purchaser and Seller shall split. on a fili) fift) (50 50) basis. all escrtm fees closing fees charged by the Escrn\\ Agent. 10. Casualty. Starting from the date this contract is executed by Bu)er and Seller. and continuing until the Closing Date and actual exchange of legal title for the consideration to be paid hereunder, all risk of loss \Vith respect to the Properties shall be borne by Seller. In the event of destruction or damage to the Properties and -or Ground Lease Property prior to the date of Closing in an amount which is anticipated to cost greater than Two Hundred Thousand and 00 I 00 ($200,000.00) Dollars to repair or restore, or would permit any Tenant to terminate its Lease or the lessor of the Ground Lease to terminate the Ground Lease, Purchaser shall, at its option, have the right to (i) take the proceeds of the insurance, requiring Seller to pay any deductible amounts required and proceed and go forward with the transaction, or (ii) declare the transaction to be void and of no further force and eflect and Purchaser shall thereupon receive a refund of the Deposit and be relieved of any and all liability hereunder. In the event of destruction or damage to the Properties and'or the Ground Lease Property prior to the date of Closing in an amount which is anticipated to cost less than or equal to Two Hundred Thousand and 00'100 ($200,000.00) Dollars to repair or restore, the parties shall proceed under clause (i) of this Section 10. As to any casualty that occurred prior to the Effective Date, any insurance proceeds resulting therefrom shall be paid to Seller and this provision shall survive the Closing. 11. Condemnation. In the event that notice of any action, suit or proceeding shall be given prior to the Closing Date for the purpose of condemning an; part of a Property or the Ground Lea'ie Property, then Purchaser shall have the right to terminate its obligations hereunder within fifteen ( l 5) da)s after receiving notice of such condemnation proceeding, and upon such termination. the Deposit shall be refunded to Purchaser in full termination of this Agreement, and the proceeds resulting from such condemnation shall be paid to Seller. In the event Purchaser shall not elect to terminate its obligations hereunder, the proceeds of such condemnation shall be assigned and belong to Purchaser at Closing. 12. Deposit As Liquidated Damages. The Deposit shall be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated. In the event of failure of any condition precedent, the Deposit shall be returned to Purchaser upon demand if Seller does not otherwise object to such return within three (3) days. In the event of a default by Purchaser hereunder, which default remains uncured for a period of ten ( 10) days after written notice thereof is received b, Purchaser, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedv. In the event of a default b) Seller hereunder, Purchaser shall have the right to terminate this Agreement in which event Purchaser shall be entitled to a return of the Deposit and Seller shall reimburse Purchaser for all costs and expenses incurred in connection v,.ith this transaction up to a maximum of T\\enty-Five Thousand and 00 I 00 ($?5,000.00) Dollars, or Purchaser ma, maintain an action for specific performance. In the event that an) action is brought to enforce the terms and conditions of this Agreement. the non-prevailing pa1iy in such action shall be responsible fi:)f payment of all reasonably attorneys' fees, court costs and legal expenses incurred by the prevailing party. 13. lndemnitv. Seller shall indemnify, defend and hold Purchaser harmless from and in respect to any claims asserted by claimants against Seller. the Properties or the Ground Lease Property relating to events occurring solely from the date of Seller's ownership of the Properties and continuing up to and including the date of Closing. In no event shall Purchaser assume any liabilit) of Seller. The parties acknowledge that this is 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8~3A1FA4E6EE0B not a sale of a business nor shall Purchaser be deemed a successor of SelleL Purchaser shall be responsible for e\ents first occurring at the Properties or the Ground Lease Propert) alter the date of Closing. 14. Seller's Covenants. From the date of this Agreement until the Closing Date: A. Seller shall maintain the Propertie'> and the Ground Lease Property in the same manner as the same hme heretofore been maintained. B. Prior to the expiration of the Inspection Period. Seller shall not enter into an) lease. lease amendment I icense or occupanc) agreement of an: kind \\ ith respect to the Properties and Ground Lease Property, nor shall Seller terminate any of the Leases, without Purchaser's prior written consent, such consent not to bl:! unrea-;onabl)-\\.ithheld. Subsequent to expiration of the Inspection Period, Seller shall not enter into any lea-;e, lease amendment, license or occupancy agreement of any kind with respect to the Properties and Ground Lease Property, nor shall Seller terminate any of the Leases, without Purchaser's prior written consent. which may be withheld in Purchaser's sole discretion. Subsequent to expiration of the Inspection Period, Seller shall not undertake any capital improvements at the Property without Purchaser's prior written consent, which may be withheld in Purchaser's sole discretion. In no event shall Seller terminate Seller's interest in the Ground Lease during the term of this Agreement. C. Seller shall not transfer an, of the Properties or the Ground Lease Property. create any lien or encumbrance thereon, grant any easements or rights of way, or enter into any contract or other agreement affecting the Properties or the Ground Lease Property which is not cancelable on and as of the Closing Date without Purchaser's prior written consent, in each such instance. D. At or prior to the Closing, Seller shall cause all management contracts, leasing agreements and service contracts applicable to the Properties and the Ground Lease Property to be terminated effective as of the Closing Date, at Seller's sole cost and expense, 15. Broker. Except with respect to NA! Farbman (the "Broker"), whose commission shall be paid by Seller to Broker pursuant to a separate agreement betv,:een Seller and Broker, Seller and Purchaser do herebJ certify. represent and warrant, each to the other, they have not engaged, enlisted. employed or otherwise madt..' use of any real estate broker or sales person in connection \vith this sale. This Section 15 shall survive the Closing, and any breach hereof by Seller shall not be subject to any limitations set forth in Section 6. 16. Governing Law. This Agreement shall be governed by Michigan !a\v. 17. Binding Effect. This Agreement shall bind the parties hereto, their respective heirs and assigns. Purchaser may freely assign its interest hereunder. 18. Notices. Any notices, demands or requests required or permitted to be given hereunder must be in writing and shall be deemed to be given (i) when hand delivered. or (ii) one (I) business day after delivery to FedEx or similar overnight service for next business da; delivery. or (iii) three (3) business days after deposit in the U.S. mail first class postage prepaid, or (iv) when sent by facsimile or electronic (pdt) transmission during normal business hours (Le .. 8:00 a.m. to 6:00 p.m., Monday through Friday). if such transmission is immediately followed by any of the other methods for giving notice. In all c,L-;es notices shall be addressed to the parties at their respective addresses as; fi..)!IO\\S: 4 7953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-B65C-4453-BBA8-3A1FA4E6EE0B lfto Seller: Epicentre LLC Attn: Tarik Dinha 18000 W. Nine Mile Road. Suite 700 Southfield, Michigan 48075 lelephone: (248) 343-3582 E-Mail: tarikdinha'dgmail.com If to Purchaser: Farbman Acquisition, LLC Attn: Andrew Gutnmn 28400 Northvv'estem tligh\va; Fourth Floor Southfield, Michigan 48034 Telephone: (248) 351-4395 E~Maii: gutmanfci'farbman.com \Vith a Cop; to: Kristopher P. Kon un. Esq. 30 I 00 I elegraph Road Suite 366 Bingham Farms, Michigan 48025 felephone: (734) 634-0051 E-Mail: k'a konun.con1 With a Cop, to: L,mell D. Salesin. Esq. flonigman LLP 39400 Woodward Ave., Suite 101 Bloomfield Hills. Michigan 48304 Telephone: (248) 566-8540 Fax: (248) 566-8541 E-Mail: lsalesin1~i'honigman.com 19. Exclusivity. ln consideration of the significant time and expense to be devoted by Purchaser v/ith respect to its potential acquisition of the Properties and Ground Lease Interest, Seller agrees that, during the term of this Agreement, it \viii negotiate exclusively with Purchaser concerning a potential sale of the Properties and Ground Lease Interest and will not market the Properties or Ground Lease Interest for sale and it has not entered, and will not enter, into any agreement to sell the Properties or Ground Lease Interest to any party other than Purchaser. 20. Tax Deferred Exchange (§1031 ). Seller shall cooperate with Purchaser to the extent that this transaction is part of a tax deferred exchange pursuant to § I 031 of the Internal Revenue Code for Purchaser, provided, hmvever that Seller shall not incur any cost, expense. risk or potential liabilit) whatsoever on account thereof. Purchaser shall cooperate Yvith Seller to the extent that this transaction is part of a tax deferred exchange pursuant to§ 1031 of the Internal Revenue Code for Seller: provided, ho\\ever, that Purchaser shall not incur any additional cost, expense. risk or potential liability \\hatsoever on account thereof. 21. Time for Performance. ln the event the last date for performance of any obligation or for giving any notice hereunder falls on a Saturda). Sunday or legal holiday of the state wherein the Properties are located, then the time of such period shall be extended to the next day which is not a Saturda). Sunday or legal holiday in such state. Time shall be of the essence for purposes of this transaction. 22. Entire Agreement This written Agreement, including all exhibits attached hereto and documents to be delivered pursuant hereto, shall constitute the entire agreement and understanding of the parties. and there are no other prior or contemporaneous written or oral agreements undertakings, promises. warranties. or covenants not contained herein. 23. Survival. The terms. conditions, covenants and other provisions of this Agreement shall survive the Closing. 2-+. Counterparts. This Agreement ma; be executed in one or more counterpart copies. all of\\hich together shall constitute and be deemed an original. but a!I of which together shall constitute one and the same instrument binding on all parties. This Agreement may be executed in telecopy (faxed) copies and electronic (e- mail) copies and facsimile and electronic signatures shall be binding upon the parties. (SIGNATURES ON NEXT PAGE) 47953858,8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B [N \\/1 rNTSS WHEREOF, the Purchaser has e'.\ecuted this Agreement on the date ,._;igncd by Purchaser shov,n bdmv and Seller has accepted same on the date signed b) Seller sho\\n belO\\. Date signed by Purchaser: /41 / 7 . 20?3 47953858.8 PURCHASER: FARB\-1AN AC()t:ISITION. LLC. a Michigan limited !iabilit) compan) ~ Andre\\ L Gutman Its: President SELLER: 31 E JUDSON LLC. a Michigan limited liabilit) compan) By: c~~ Tarik Y. Dinha II Its: Authorized Representative OTTAWA TOWERS 2021, LLC a Michigan limited liability compan) rDocuS,(lned by By~~_? Tarik Y. Dinha II Its: Authorized Representative EXCELLOR LLC. a Michigan limited liability compan,. EXCELLOR 2 LLC. a Michigan limited liability company. EXCEL.LOR 3 lLC. a Michigan limited liability company. EXCELL.OR 4 LLC. a Michigan limited liability company. EXCELLOR 5 LLC. a Michigan limited liability company. EXCELLOR 6 LLC. a Michigan limited liability company. and EXCELLOR 7 LLC. a Michigan limited liability company By: [ o,,_,.,Slgned b)- ;,,, 1-V'-ll ~ ~.t\2/\.,,'.h::.4f:i. Martin K, Siersma Its: Authoril'.ed Representati\e EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A 1 FA4E6EE0B Date signed by Seller: , 2023 47953858.8 KINGSVILLE PROPERTIES LLC. a Michigan limited liabilit) compan,, KINGSVILLE PROPERTIES II LLC a Michigan limited liabilit) compan;, and KINGSVILLF PROPERTIES Ill LLC, a Michigan limited liabilit) company Martin K. Siersma Its: Authorized Representative PHOENIXRISINGPONTIAC, LLC a Michigan limited liabilit1 compan 1 l~,:~ Tarik Y, Dinha II Its: Authorized Representative EXHIBIT A DocuSign Envelope ID: EC0D2C56-B65C-4453-BBA8-3A1FA4E6EE0B EXHIBITS: Exhibit "A" Exhibit "B'' Exhibit "C" Exhibit '"D" Exhibit "'E" Exhibit "P' Exhibit "F-1" Exhibit "F-2" Exhibit "G" Exhibit "1 l" Exhibit"T' Exhibit "J" -47953858,8 Legal Description Judson Building Legal Description Vacant Lots Legal Description -Ottav.a Tov,er I Building Legal Description -Intentional Deleted Legal Description -Phoeni, Center Parking Garage Leases Rent Roll Tenant Defaults Proper!) Information Em, ironmental Reports Tenant Estoppel Disclosure EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B Exhibit '"A" Legal Description -Judson Building Land in the CitJ of Pontiac, CountJ of Oakland. State of Michigan and legal!) described a:-. follo\\S: Fee Parcel: Being all or parts of the follo\\ing Lots and parcels in the ('it; of Pontiac, Oakland ('ount), Michigan. Lot numbers L 2. 3, 4. 5, 6. 7. 8. 14 and 15 and that part ohacated Auburn Avenue of Assessor's Plat No. 130 as recorded in Liber 541\, Page 71 of Plats, Oakland County Records, more particular!) described as follows: Beginning at a point located Norther!; 79.00 feet along the Easterly right ofwaJ line ofSagina\\ Street from the Northwest corner of Lot l 6 of said Assessor's Plat No. 130, said point of beginning also being a point on the North right ofwa, line of New Judson Street: thence North 14 degrees 30 minutes 01 second West 144.67 feet: thence North 75 degrees 17 minutes 55 seconds East 118.00 feet; thence North 14 degrees 32 minutes 05 seconds West, 2.42 feet: thence North 75 degrees 27 minutes 55 seconds East 64.00 feet; thence South 14 degrees 32 minutes 05 seconds East 2.42 feet thence North 75 degrees 27 minutes 55 seconds East 124.91 feet thence South 14 degrees 32 minutes 05 seconds East I 81.79 feet to a point on the Northerly right of way I ine of Judson Street; thence along said Judson right of way line North 85 degrees 36 minutes 14 seconds (recorded as North 85 degrees 36 minutes IO seconds) West 6.48 feetto beginning of a curve; thence along a curve to the left 214. 75 feet, said curve having a radius of 648.70 feet, delta of 18 degrees 58 minutes 04 seconds, chord bearing and distance of South 84 degrees 54 minutes 44 seconds West 213.77 feet; thence South 75 degrees 25 minutes 42 seconds West I 00.00 feet to point of beginning. Together with the right to the use of the following land in accordance with a License Agreement as granted by Pontiac City Commission meeting December 4, I 979, Resolution No. 738 to Downtown Pontiac Development Company recorded in Liber 7788. Page 142, as more clearly described, limited and defined as: A parcel ofland being part of the Saginaw Street right of way adjacent to Lots I, 2. 3 and 4, Assessor's Plat No. 130, as recorded in Liber 54A, Page 71 of Plats, Oakland County Records, more particularly described as follows: Beginning at a point located Northerly 79.00 feet along the Easterly right of way line of Saginaw Street from the North\\'est corner of l.ot 16, Assessor's Plat No. l 30 in the Northeast l "4 of Section 32, City of Pontiac, Oakland County, Michigan. said point of beginning also being a point on the North right of way line of New Judson Street; thence North 14 degrees 30 minutes 01 second West 144.67 feet: thence South 75 degrees 27 minutes 55 seconds West 15.09 feet to a point; thence South 14 degrees 32 minutes 05 seconds East 144.68 feet to a point: thence North 75 degrees 25 minutes 42 seconds East 15.00 feet to the point of beginning. Commonly known as 31 E. Judson Street, Pontiac. Ml 48342 Tax Identification No.: 14-32-227-002 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-B65C-4453-BBA8-3A1FA4E6EE0B Exhibit ""B" Legal De-:;cription Vacant Lots Lan<l in the Cit) of Pontiac. Count) of Oakland, State of:V1ichigan and legal!) described as folio\.\~: Parcel I: A triangular portion of land (now road) formerly described as all or part of Lots 78 and Lots 123. 124. 125 and 126. EXCEPT that part taken for Wide Track Drive. also that part of Vacant Wessen Street adjacent to Lot 123. Assessor's Plat No. 116, as recorded in Uber 53, Page 36 of Plats, Oakland Count) Records. Parcel 2: Being all or parts of the following lots and parcels in the Cit, of Pontiac. Oakland County, Michigan; Lots 43, 44. 46. 4 7, 48and that part of vacated Perry Street, of Assessor's Plat No. 131, a Replat of Assessor's Plat No. 44 and Lots 1 through 20, inclusive of Eastern Addition, according to the plat thereof as recorded in Liber 54A, Page 65 of Plats, Oakland County Records, more particularly described as follows: Beginning at a point located Southerly 20.00 feet along the Easterly Right of Way line of Saginaw Street from the Northwest corner of Lot 47 of said Plat; thence North 75 degrees I 3minutes 16 seconds East 431.00 feet; thence South 14 degrees 32 minutes 05 seconds East 113.60 feet: thence South 75 degrees 27 minutes 55 seconds West 396.00 feet: thence North 14 degrees 32 minutes 05 seconds West 76.00 feet: thence South 75 degrees 27 minutes 55 seconds West 35.00 feet; thence North 14 degrees 32 minutes 05 seconds West 35.76 feet to the point of beginning. Parcel 3: Part of Lot 7, also all of Lot 14, also part of Lot 15, also part of Lots 41 through 45, inclusive, also part of vacated Perry Street adjacent to same, Assessor's Plat No. 131, all described as beginning at point distant South 0l degrees 54 minutes 34 seconds East 20.51 feet and South 75 degrees 13 minutes 16 seconds West 294.22 feet from Northeast corner of Lot 26 of said Plat; thence South 14 degrees 32 minutes 05 seconds East 323.81 feet; thence South 75 degrees 27 minutes 55 seconds West 64 feet; thence North 14 degrees 32 minutes 05 seconds West 22.99 feet: thence South 75 degrees 27 minutes 55 seconds West 121 feet; thence North 14 degrees 32 minutes 05 seconds West 187 feet; thence North 75 degrees 27 minutes 55 seconds East 133 feet: thence North 14 degrees 32 minutes 05 seconds West 113.60 feet; thence North 75 degrees 13 minutes 16 seconds East 52 feet to beginning. Parcel 4: Being all or parts of the following Lots and parcels in the City of Pontiac, Oakland County, Michigan; Lots 9, I 0, 11 and 12, of Assessor's Plat No. 130, a Replat of Assessor's Plat No. 64, Crawford's Addition and Subdivision of Outlot 6, according to the plat thereof as recorded in Liber 54A, Page 71, Oakland County Records and vacated Auburn Avenue and Park Street, more particularly described as follows: Commencing at a point located Northerly 79.00 feet along the Easterly Right of Way line of Saginaw Street from the Northwest corner of Lot 16, of Assessor's Plat No. 130, a Replat of Assessor's Plat No. 64. Crawford's Addition and Subdivision ofOutlot 6 (said point also being on the Northerly Right of Way line of Judson Street); thence along said Judson Street Right of Way line North 75 degrees 25 minutes 42 seconds East 100.00 feet to a point on a curve to the right having an arc of 214.75 feet; delta of 18 degrees 58 minutes 04 seconds, radius of 648.70 feet and a chord bearing and distance of North 84 degrees 54 minutes 44 seconds East 2 I 3.77feet; thence South 85 degrees 36 minutes 14 seconds East 114.31 feet to the point of beginning; thence North I 4 degrees 32 minutes 05 seconds West 185.06 feet to a point on the Southerly Right ofWa; line of Auburn Avenue: thence along said Right of Way line of Auburn Avenue along a curve to the left 94.59 feet, said curve having a delta of 11 degrees 09 minutes 58 seconds. radius of 485.37 feet and chord bearing and distance of South 86 degrees 31 minutes 58 seconds East 94.44 feet; thence along said Right ofWa, line North 87 degrees 53 minutes 06 seconds East 40.05 feet to a point on the Wester!; Right of Way line of East Wide Track; thence South 04 degrees 23 minutes 46 seconds \Vest 181.12 feet along said Westerly Right ofWa) line to a point on the Norther!) Right ofWa: line of New Judson Street; thence North 85 degrees 36 minutes 14 seconds West 74.18 feet along Norther!) Right of Way line of Judson Street to the point of beginning. Parcel 5: Lots 34. 35, 36 and 3 7. EXCEPT that part taken for Wide Track Drive, Assessor's Plat No. 130. as recorded in Liber 54A. Page 71 of Plats, Oakland Count) Records 47953858.8 EXHIBIT A DocuSign Envelope 10: EC0D2C56-865C-4453~8BA8-3A1FA4E6EEOB Tax Identification ~os.: 14-29-484-003. 14-32-227-003 and 14-32-2.11-009 (Parcels 2. 4 & 5) 64-14-29-48-1-010 and jfonncrl, 14-32-230-004] (Parcels I & 3) ➔7953858.8 EXHIBIT A DocuSign Envelope ID EC0D2C56-865C-4453-BBA8-3A 1 F A4E6EE0B Exhibit "C" Legal Description -Otta\\a lo\\Cf I Building Land in the Cit) or Pontiac. Count) ofOaldand. State of Michigan and legally described as l(Jl!m\s: Fee Parcel I : All or parts of the fo!lm\ing lots and parcels in the City of Pontiac. Oak.land County. Michigan: Lot numbers 5. 6, 7. 8. IO and I I. Assessor's Plat No. 65. as recorded in Liber I A. Page 65 of Plats. Oakland Count) Records and Lot numbers 3 l through 39. inclusive. Assessor's Plat No. 1 l 4, as recorded in Libcr 53. Page 9 of Plats, Oakland Count) Records. and part of Lot 7 of Subdivision of Outlots 18. 22, and 23 in the Southeast I 4 of Section 28, Town 3 North. Range 10 East. City of Pontiac, Oakland Count), Michigan, as recorded in Liber I, Page 3 of Plats, Oakland County Records, (shown as Detroit Grand Haven & Milwaukee Railroad. excepted from Assessor's Plat No. 114 ), also vacated Davvson Alley. all the aforementioned being more particularly described as follows: Beginning at a point located Northerly 79.00 feet along the Easterly right of way line of Saginav, Street and South 75 degrees 25 minutes 42 seconds West 249.58 feet along the Norther!) right of way line of proposed Judson Street from the Northwest corner of Lot 16 of Assessor's Plat No. 130, as recorded in Liber 54A of Plats, Page 71, Oakland County Records: thence South 75 degrees 25 minutes 42 seconds West I 08.89 teet along the Northerly right of way line of proposed Judson Street: thence North 31 degrees 27 minutes 19 seconds West 451.91 feet along the Easterly right of way line of West Wide Track to a point on the South right of way line of revised Orchard Lake Avenue; thence along the said Orchard Lake right of way line North 88 degrees 47 minutes 56 seconds East 25.00 feet and North 75 degrees 47 minutes 56 seconds East 173.34 feet to the beginning of a curve along the arc of said curve to the right 5 1.05 feet ( delta 13 degrees 00 minutes 00 seconds, radius 225.00 feet. chord bearing and distance North 82 degrees 17 minutes 56 seconds East, 50.94 feet) and North 88 degrees 47 minutes 56 seconds East, 48.06 feet; thence South 14 degrees 32 minutes 05 seconds East, 66.56 feet; thence South 75 degrees 27 minutes 55 seconds West, 54.58 feet; thence South 14 degrees 32 minutes 05 seconds East. 34 l .81 fret to the point of beginning, known as Parcel "F". This description being parts of Urban Renewal Project Area R-44 and Urban Renewal Project Area R-20. ALSO described as: Assessor's Plat No. 65, Sections 29 and 32, Town 3 North, Range IO East, City of Pontiac, Oakland County, Michigan. part of Lots 5, 6, 7. and 8, part of Lots IO and 11, ALSO part of vacated Dawson Alley, ALSO part of Lots 31. 32, 33. 34. 35. 36. 37, 38 and 39, Assessor's Plat. North 114 feet. ALSO part of Lot 7 of Subdivision ofOutlots I 8, 22 and 23 in Southeast I 14 of Section 29, ALSO part of the Northeast J/4 of Section 32 adjacent to Lot 5 of Assessor's Plat No. 65 all described as: Beginning at point distant North 14 degrees 22 minutes 45 seconds West 79.00 feet and South 75 degrees 25 minutes 42 seconds West 249.58 feet from the Northwest corner of Lot 16 of Assessor's Plat No. 130: thence South 75 degrees 25 minutes 42 seconds West I 08.89 feet: thence North 31 degrees 27 minutes 19 seconds West 451.91 feet; thence North 88 degrees 47 minutes 56 seconds East 25.00 feet; thence North 75 degrees 47 minutes 56 seconds East 173.34 feet; thence along curve to right. radius 225.00 feet, chord bears North 82 degrees 17 minutes 56 seconds East 50.94 feet, distance of 5 I.OS feet; thence North 88 degrees 47 minutes 56 seconds East 48.06 feet; thence South 14 degrees 32 minutes 05 seconds East 66.56 feet: thence South 75 degrees 27 minutes 55 seconds West 54.58 feet; thence South 14 degrees 32 minutes 05 seconds Ea~t 341.81 feet to beginning. DESCRIBED FOR TAXES PURPOSES AS: T3N, R !OE. SEC 29 & 32 ASSESSOR'S PLAT NO 65 PART OF LOTS 5 TO 8 INCL, PART OF LOTS 10 & 11, ALSO PART OF VAC DAWSON ALLEY, ALSO PART OF LOTS 31 TO 39 INCL OF 'ASSESSOR'S PLAT N 114'. ALSO PART OF LOT 7 OF 'SUB OF OUTLOTS 18. 22 & 23 IN SE I 4 OF SEC 29'. ALSO PART OF NE 14 OF SEC 32 ADJ TO LOT 5 OF 'ASSESSOR'S Pl.AT NO 65' ALL DESC AS BEG AT PT DIST N 14-22-45 W 79.00 FT & S 75-25-42 W 249.58 FT FROM NW COR OF LOT I 6 OF 'ASSESSOR'S PLAT NO 130", TH S 75-25-42 W I 08.89 FT. TH N 31-27-19 W 451.91 FT, TH N 88-47-56 E 25.00 FT, TH N 75-47-56 E 173.34 FT. TH ALG CURVE TO RIGHT. RAD 225.00 FT. CHORD BEARS N 82-17-56 E 50.94 FT. DIST OF 51.05 FT. TH N 88-47-56 E 48.06 FT. TH S 14-32-05 E 66.56 FT, TH S 75-27-55 W 54.58 FT, TH S 14-32-05 E 341.81 FT TO BEG. Commonly known as 51111 Woodward Ave .. Pontiac. Ml 48342; Tax Identification No. 64-14-32-226-020 -t7953858,8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B Parcel 2 Part of Lot 4 and part of Lots 8, 9, 1 O and 11, also part of vacated Dawson alley all described as Beginning at a point of intersection of the Northerly right of way line of Judson Street as established and the Westerly right of way line of vacated Saginaw Street; thence Westerly along the Northerly line of Judson Street 153 03 feet; thence Northerly 144.81 feet, thence Easterly 153.93 feet to a point on the Westerly line of said vacated Saginaw Street; thence Southerly along said Westerly line of vacated Saginaw Street 144.72 leet to the point of beginning. located in Assessor's Plat No. 65, as recorded in Uber 1, Page 65 of Plats, Oakland County Records. Parcel ID No: 14-32-226-021 .i 7953858.8 EXHIBIT A DocuSign Envelope 10: EC0O2C56~865C-4453-BBA8-3A1FA4E6EE0B Exhibit ''D" Legal Dc')cription ··~ lntc,ntionally DelctcJ .t7953858.8 EXHIBIT A DocuSign Envelope 10: EC0D2C56-B65C-4453HBBA8H3A1FA4E6EE0B Exhibit "E" Legal Dc-;cription --Phoeni:\ Cenkr Parking Garage Land in the Cit) of Pontiac, County of Oakland, State of Michigan and legall) described as follo\\s: t ,1'AA,<,i; phi Parcel · Lt1ts 8 through i 3, :'\ub l:1d..i~ive~ p<.trt of Lol~ ,15. 11 l Mind 4X. all of I .cts 49 1:-1ro11~:h !;-;.;l hc1t!' ·;nclu . .::i'.7, p«rl 0f L ol 64, a'! or: ,ol 65. part or l.o: 66, uJI uf Lc,t 67. a::d purl of Lot 6~, indudin!( ,ac,ttcd d~y adjw.:~nt !0 L-0t:: 1 f and 59, t1r-d in-dtH.Uug p:&tl ,)r 1,1;,catef.! Pe:::)' -~tred~ of At.~<:s,;,;or s Plat ~o. 44 imd t .ms I u~rnnf}:: 2ti1 indn.:;ivc~ nf t\n;c.tc.r:1 Ad:Ht.(w of par:,"! of f1e Snot:1·!.\''-.'5£1/. e;· S1.!\~tj,:,1n 2& ond the Sm:theJ..·•,;tl/'.. of S.eLt:nn 29r Tu-·v,n J Norlh1 Ra:::g_e lO Ea.!)~_j C1Jty of Po::tiat:1 Oaldand: Count)', Micfog1!at,. act:urUing to be 111a: the.nmf t1.1> re.turtled Jn L'bL-"T 5-41\ uf Plut">, page 6'.:i 1 ()akland County Recc"fds, pa:t of Lnt£ 1 lhrn1gh 1-t, both inclu,;ive. 1-..f Ass('.;s&or's Vial Nv_ : J(f u. Replut of AxseH~1or1~ Pll.t No. M, Crawford', Adcitk:n, aml Sub,li,i~ion r,f Oorl,1'. N.1 (, '011 tt:.-0 Nof!hcas!'/, of S~ctivJJ n, City "f l'nntiac, Oa~lactl County, Michigsr, acwrd'nr. In t 0 o rlat thereof as rccord~d in llb<'r 54A t)f Pints.._. page 11, Oak~;;1nd Couaty Records, h1cludi1:~~ vucatl"d part of Auh-urn Avi:nue ·,}ing North of sR1d Assessor's Plat Nn. 130 11 Ri':plnt o,f Assessor's Plat N,:J_ 64, CruwfonJts Additiu:1, anc! Snbdiv:sh"'.'>'"' cl' Outler No, fl i;-t1c NorthcAst 1/4 Sc<"tiot' 32, City of Po1tt:at,, 0,1klar1<l Co'.mty. f\.1ich1gar, f,md i::duding that par! of vacat:!d S,11:g~T;fl.W Strret lytng Yvithin er adja~:em t\) s.a•1.t Asseswr-s Pl.al "No. 13-0 -e Replttt u( As~w:ssor's Pint Nu. 64,_ Cruwford'x Addition; an<l Su~C:v;slon of Outlet No. 6 b the North..:tt:.::t l /!.. of St:dfon 32, Ci:y 1.;,f Pmitiac~ O.:tkhmC Cmmty. Mich:-r.rm und fhl't:! A~s,:s5,01'1 Pfri! N1J, f 1ll ,1 Hcplat<1f Asscs$nr',:, Plat '4o 44 t111J Loif 1 th.:t'lUgh 20, iH1)t1iive, of P.u~ler:. At-fdilinn 1 nf ptrls. nf the Southwc3L'l-i of S.cctian 28 am: the South~ast •~ of Sc-i::d-:.n ·,:P}1 Tnwn '. Nn_~th_ Rang~ IO hast. City t•f Pnnriac, Oakland Cou::ty, M:chigan, pert cf L;,1 IO I, of Oric1MI r'l:u ( ';ty of [1-.;-:.ntj.1.;.:.. i.1Ctu1ding tu t!Jl• plai tltic.!tt>of fa:-i. H:cotd..:d ill Lb<.."r l of Pln!h. put~" 11 Oaklarn~ Count)· R1.}.:.:c-rds, «II off n!~ J, 2 and 1, l¼r;d part of r .Ptf; 4 a:l'd 5, trtdudjng. pitt't of v:1ci.1~t'd naw,011 Alk~J', or A%e:i.:54H"'~ Pl:..:1 No. 651 a.:4.:=o~di t:,µ; to the-p;at thcre-ef dS rcct~rdc-d in l ;· t,cr t of /, 'l~f!S".'•mr1!-'. Plan;. p,.,1gc· 65., tlakliuH.l Ci:;unt.y Ro::.;.:onl.-:1 and p.:1rt ,i:-i. .oi:. 8, t1II of Lot!-tJ_ lH and I ~, pan of Lot:-. 12. I 1 -'tn-d 1-1, .rrnj p .. trt or Lo::;s. 15~ 38 and 39, intlu<ling pd.it,_,[ vac.:ued l\1.ttcnon Avi:nw.:. ,,f A:'i'.-:i-cs-..;or·'1 Plat N~,. , 14, a Re plat or Sur1i~h/~iun cf Outlet:; 18, 22 & <?3 fn th:.~ SzHr.hi:~~-;1% of Seciion 2i:;, ai:cordin~ tn tbe rlat t:1c-rcof El{ n~c.nrdcd in L':»':r '"l-3 of PlatR 1 par,~ 9. 0'1.kta,nd l·n1m1y Hc.f:nrds, all di.;si;"'~h"d a.-;; Begiimittg at a ;-intnt t.iist1:.11t .Soulb 14 dcµ;rcl'.;;; 36 111i1ute.1 )4 M:cnncL{ has1, 160.29 kct tr,1rr. the ~nr1hcast ,.x,m..;r uf I .ot 96 ofOrigi1v1t P:at City t'lf Pm1tinc: hcj'-t:c N,J1t11 75 dcM:rccs lJ m:nu·.c-.'-i t6 :,-n:c.nnd,-; 1•:a.v:, 9-UO fi:i...~t; tl:11t1rae Sou:h 14 dli'i!""-C-i.."'"S 12 1 ninutC8 05 ~l•t:eHds Ea:;t~ J-5,.76-foct thcn'L<e N.orth 75 tk:+irct:-.:: ~·l 1rimttc:. 55 sC'crn;di;; l•.ftf.1 1 3"1:i!ll 1~t; tl:cnc:-c Scu;h 14 dq;n.::t:-:. 32 ::•.;nu:se~ 05 S-1}Gt1m!s-L1s1. 76.0(1 foet tiicnc~ Norte' 7~ tl~Jffce:,;, 1'"! minutes: ~5 sc-t1rn,ls 11ac;t~ 1(1"LOO feet; ti:1.:n,:.~~ H<mth H dt;g.n~t~~ l~ t~,intJtCil' 05 .,;econds East, t87.0U feet; th..:-1u:c -~,forth 75 C.e~1.ret'ft 17 r,unuu~ 1S F-r:crmds: \i,11;1,. 1 ?. LUO fee:; tbirn:e SoLth 14 d:tgn:es !i2 minute:-. 05 ::.c:conds f.u:.a:.t.,. Y/9, tl r._~~t; lh-t.~ncc '-orth k.~ d<~_p,.rcc<;; ·:ffi r.!hTJtCt-. ti SC:C\hltl..4 \llc.;;t, 107.8:t fo~t; rh.:-nc('.' North r-4 dc-2,trci.!!i 32 n:inult::,,. 05 si;_~1.HH.ls \\'est, 18L79 tCCt; r:wncf Srnnh 7" dt.::i/C\~.:; 27 mht1H\s 55 s~,·1.mJ~ \Ve.st, l2-!,91 t~t~ t.b:rn:c '.!nrt!t 1~ Licgn. .. 'i.~N. \2 r:-:m:-1tcs W, s;.~conrtli "Nest"' 2.42 tcd; 1:1c;1cc S,r.ut 75 d .... ~g.1 teh 27 m:illUh~s. :i~ r,,c.;,-unth. \,\/e:--,t, b4,00 ft:d; th-cm..:c Sou~h I 4 d1:µ.re~.-; 32 ;""11:rr..1i-es O,S s:--e-01h1,; hast~ 2.42 f{'c:.•t; r,tc:1n~ ~ntah 71 dcgreeis 27 mii:ules 55 s:.:nmd:i \\'e:--.L l2Jl;.fJ0 tC-1.t L1L'rn.::c Snu~h 14 d.!:r,J~t~};. )0 mir,'.1.tc.:.: (I I !-.-t:co-d E:.1:-.t, ltM t:,7 fo~t U10t:cc s~1ti:lt 75 Ucg1·ce~ 25 ::1it,utes 42 :-.ci.:~n:tl:, West. 96.~) fo~l; ·.l1cm";c Nnrth 14 degrccr,. 10 m:m,tc<: J9 W£:nn,i~ W <:M~ , -1 i 7'2 1Cct~ th>i:11,:,e So1.;th 75 du~tci:s 27 111i1:ul~;,,i 55 M!t:1.1 mh West. lYl.'11 feet; 1he11r,• Nr,rth 14 ,l,·gr~c, 12 m 1n.,tr, 05 ,:.um,ls Wes~ 197 00 foc•t 11,encv \fi:,,tl: 75 degrees 2) mr11t:les ."i') <,rTnnd:--. l'.,1.."t, :·.d, '\k kt":t; thence North I 11 d-ct,:_:"CfS J 1" mlm1te:, 05 '°'"-... ~.:1t1ds: \Vc-,.-.,t, 24~.UO fot:t.; them:~ S,1.,th }5 dl:;rrt:,.'\'-i 21 r!l:m,tc~ ::;~ !>Cc,,1c,ds ~•\:.it, <,,·ton hwt; tbc-nct~ N1Jrlh: 4 -17953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C4453-B8A8-3A 1 FA4E6EE0B ;!a;:~. 67,DCI ft.::t, tlttt:l:t' l\o;~h J·.t ,.fo.t;ite.~ J2 m:n:.1ti:-.; i;,;-; se:c;1nd,;: V•/\'$!, 52,f!O t4::t', 1h-t!'J::C "\vru 7) 1.fot_.:.:~1.'}j 2.7 millll"t'S 1.~ ¼J.'('1};(11'¾ Fws.t 97.!4 r~t't; tLer::-.:e Nt:,:-th 14 J>!:'tf<ti!l{ i6 "'1-r'J:fC?, 5,1 !','('t,;1J id~: \Vi::·~f,. S. 15 f'c,.:,t t0 ~ht: Pnin n:' lki_jn 1 ng La.s-~mcnt Pu;t;d for th·e ben;fit pf l·SL" Parl:c! I arid L('•l.i>'!K:ld Pdn:d .. 4'. Faserncnfa creitr.:d limh::it ~nd CP.:irt"!ti :-1y D.:~"'..·-ara1k1;~ L1flliscn1en~:i ':J:t th~ City cf Pi~nt1::c n::cr:rJ.--;J in t:t.T:,r 7788, P~gc I. ,h m,>ddfo,.1 hy R\:.k11w of L1:,emi::1t as rtco:-dcd in U:1:e'" 46877, Page ,ts;sO. awJ Lrth~r modifi<:tl by A1Lt'n.:l1t1c;1: to [kcbrntion nf l-:a1cm-::rt,t rcro:d ..... d 1> L!b-(.\f ~2--i:n. Page ?,~ t, 0,1'.d,111J Cotllt'.)' Rec0rds. Commonly knO\-\O as Phoenix Center Parking Garage EXHIBIT A OocuSign Envelope 10: ECOD2C56-865C-4453-BBA8-3A1FA4E6EEOB Exhibit "F" Leases Ottawa I Building/ Otta\\a Tm,er Property 51111 Woodward, Pontiac, Oakland County, Michigan -183-12 Units Lessee Lease Type Area 100, 200, 300, 400 DEPARTMENT OF HUMAN SERVICES Office Gross 67,322,00 110 DEPARTMENT OF LICENSING & REGULATION Retail Gross 5,700,00 150 HISPANIC ASD SERVICES OF MlCHlGAN LLC Office Gross 3,000,00 410 DEPARTMENT OF HUMAN SERVICES Office Gross 13,517,00 500 DEPARTMENT OF HUMAN SERVICES Office Gross 25,317,00 704A6 E-COMMUNITY OUTREACH SERVICES Ucense Agreement 200,00 720 OAKLAND LITERACY COUNCIL Office Gross 4,113,00 725 HONORABLE SENA TOR GARY PETERS Office Gross 800,00 775 VANSTONE INJURY LAW, PLLC License Agreement 350,00 47953858,8 EXHIBIT A OocuSign Envelope 10: EC002C56-865C-4453-BBA8-3A1FA4E6EE08 Exhibit '·F-1" Rent Roll Rent Roll ·-IJn!t(eJ ..,_ --,.,, LcuG from ..,_,. '= MOll!hJ't!Wrt ·-""""""" ,...., -· -= LOC-... ""' ... .... .. .. "" .... P« "" .,,_ ----·----------,,,,,,, ___ 5111wood,OttawaTowv,POl'l!lac ------------~----~~-· """"''-5lt'>'ro0d <Q() OFPARTME'<T O'f,c,i G,-,;;~ 67111(1(1 M,-:i,-Xtn :}1,1'10]4 "' [<fl (157 5-~ 1 29 1M34'¥:% 15 Sc; '00 (I tG :) J,) '00 '"' OF HtJMAN "' 4(;() SfRVfCFS 51"..-ood '" DEPARTMENT Re1a1G,~s,: 57CCM 01u,-2on :}/i,:W::,1011 .,, 66¼1'.lf) "' 7!,il-:l(;l'.l~ 14 l}J '00 (IQ() G '.N ,oc mucn,s-r.G & REGULAT!ON 51••-"" HlSPANlC ASD o-•r,:,,Nu J JC()()() oo.•snon 0<,.14'XIX " 3000()() ""' 36 1)i)(/ cc 1?00 '"' '" J 375 00 'rn SERVICES OF MICHIGAN hC s,,1 .. 00<1 '" DEPARTMENT O<fwG,~s 1JSP01 oq.,i,,n,13 11),310}]) .,, 15 76\l/lJ ' " 189137% 14 cc 000 000 ,w 000 OF HUMAN SfRV!CFS s1•1W00<1 '" D£PARTMEIIIT O'f,e11 Gron 25 JP 0'.i 05:l'-"20'7 l(h-l'•20J2 ·~ :l4 4S,< 4' "' 4\3SJlS2 16 35 "" "' (l1)\) "" OFHIJMAf\l SFRV!CES Sl' 1woo,i 7{l~A6 E-COMMUN7Y LC<IM<! 21)00:'.l 1101•2022 ""' "" 160000 1(1()0 '00 ,oo 000 '00 OUTREACH SERVICES Agr<ie't'~M SI' lwOO<I "' OAKLAND Offc,iG,-,u 41130) ()4~\12()23 G'.U-0•1028 " 2 056 5C "' 24 &18 C-0 6C0 ""' '" 5 506 l9 ,oo UT£RACY COUNCIL Sl'h•<><X! m HONORASLE Olf'CCG,m;• eccoo 061\2'2022 !)1-021027 " l '.18969 "' H:l676 28 20 85 '" 1) oc 000 '00 SENATOR GARY PET!:RS Sltlw<>OO n; VANSTONE ~=~,.., 35-000 02U1'2<l23 0!-1112()24 " ,0000 '00 4:WCOG 12:()0 '00 "' '00 000 11-/Jt.,'RYlAW Ag,e,,me~~ PllC 5111...-00<1 115A VACANT 40000 ,oo '"' ,oc oco ,oo OM 0 00 "'' 51\!WOO<l' ,oo VACANT 1531700 ,oo "" ow 000 000 ,oo '00 '"' 511 'w<i<><I '"" VACA•,i; 19£041)(1 000 000 ,oo ,oo ,oo 000 ""' 000 s111"'oo,:1 ,oo, VACANT 35000 ,oo 000 000 0 JO 000 000 ,oo ,oo 511\wood ,oo VACANT 25 JQ(l (l(l "" "'" "' oco '00 000 ,., '00 s111,.,ooa SOOA VACANT J17(10 _, ""(lj)(j 0 00 ,oo "" 000 000 0 00 0 00 T""' 191.207.00 150,1188.01 0.1' 1,811,818.12 ..., 000 0.05 8,891.29 000 """"" T.., T""'-""" ·-·-.... ,....,..., °""""" " 120:H'IOO 62 92 15-0%801 1S"6!612 Vaunt ' 7G.Ell8-JO 3707 "' 0 00 T""' ,. 191.207.00 ISO,&N.01 1,811.818.12 47953858.8 EXHIBIT A DocuSign Envelope ID EC0D2C56-865C-4453-BBA8-3A 1F A4E6EE0B Exhibit "F-c" renant Defaults None, 479.53858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56~865C-4453-BBA8-3A1FA4E6EE0B Exhibit "G" Propert; lnfrmnation I. Re for to Data Room pn)\ idcd b) Seller to Purchaser .f 7953858.8 EXHIBIT A OocuSign Envelope ID: EC0O2C56-865C-4453-B8A8-3A 1 FA4E6EE0B Exhibit "I-I" Lm ironmental Reports Refer to Data Room prm ided b 1 Seller to Purchaser 47953858.8 EXHIBIT A DocuStgn Envelope ID: EC0O2C56-B65C--4453-BBA8-3A1FA4E6EE0B Exhibit "I" T enanl Estoppd 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B FARBMAN ACQUISITION. I.LC 28400 North\\estern lligh\\ay Fourth Floor Southfield. Michigan 48034 ESTOPPEL LETTER , 2023 Re: Lease dated (Date) between [Tenant Name! (the "Tenant") and [Landlord Name] (the "Property Owner") (the "Lease") [Property Unit, Address or other Description] (the "Leased Premises") Ladies and Gentlemen: Reference is made to the above captioned Lease. The undersigned hereby certifies to (i) FARBMAN ACQUISITION. LLC. a Michigan limited liability company, and its respective designees. mortgagees. successors and assigns (collectively, "Purchaser") as a prospective purchaser of certain properties, which include an interest in the above referenced Leased Premises and (ii) [Name of Lender]. and its successors and assigns (collectively, "Lender"). and agrees as follows. recognizing that Purchaser and Lender will rely on the information contained herein: I. The Lease is in full force and effect and has not been amended. modified. supplemented, or superseded: no other agreement exists between the above captioned Tenant and Property 0\\ ner. 2. Neither the Tenant nor Property O\\ner is in default under the Lease and no event has occurred which, with the passage of time or the giving of notice or both. \\ould constitute a default by the Property Owner or Tenant under the Lease. There is no defense. offset, claim or counterclaim by or in favor of Tenant against the Property Owner under the Lease or against the obligations of Tenant under the Lease. 3. Property Owner and Tenant have performed all of their respective obligations, under the Lease through the date hereof. Without limiting the generality of the foregoing. all improvements currently made to or erected upon the Leased Premises fully comply with the provisions of the Lease and the Property Owner's use of the Leased Premises fully complies with the provisions of the Lease. -1. All amounts required to be paid to Property Owner pursuant to the Lease have been paid in full through the date of this letter. The Tenant is required to pay $L ] on a [ J basis. 5. The person executing this certificate on behalf of the undersigned. where applicable is an omcer of the undersigned, is authorized to make the statements contained herein and to execute and deliver this certificate. 6, The undersigned ackno\\ledges that this certificate ma) be relied on by any entit) v,hich acquires the Leased Premises or an interest therein. as \\ell as any mortgage lenders \\ith \\hom it or the) may be dealing in connection \\ ith the acquisition, financing or refinancing of all or any portion of the Leased Premises and their successors and assigns. 47953858.8 EXHIBIT A DocuSign Envelope ID: EC0D2C56~865C-4453-BBA8-3A 1 FA4E6EE0B 7. To the extent more than one signature is req_uired herein. this Lstoppel Certificate may be executed in any number of separate counterparts. each of \\hich shall be deemed an original, but all of \\hich. collecti\el) and separate!), shall constitute one and the same instrument. This Estoppel Certilicate ma) be executed in tdecopy (facsimile) and electronic (e-mail) copies and facsimile and electronic signatures shall constitute an original and be binding on the parties hereto. [Signature Page Follo\\S] 47953858.8 EXHIBIT A DocuSign Envelope 10: EC0D2C56-865C-4453-BBA8-3A1FA4E6EE0B Sincere!;. .I B,: _________________ _ Name: _________________ _ Title: _________________ _ 47953858.8 EXHIBIT A OocuSign Envelope ID· EC0D2C56*865C-4453-BBA8-3A1FA4E6EE0B Exhibit "J" Disclosures None. 32 47953858.8 EXHIBIT A FIRST AMENDMENT OF PURCHASE AGREEMENT THIS FlRST AMENDMENT OF PURCHASE AGREEMENT (this "Amendment"), is made and entered into as of July 11, 2023, by and between FARBMAN ACQUISITION, LLC, a Michigan limited liability company (the "Purchaser"), and 31 E Judson LLC, a Michigan limited liability company, ("Judson Seller"), Ottawa Towers 2021, I J ,C, a Michigan limited liability company ("Ottawa Seller"), Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan limited liability company, Kingsville Properties II LLC, a Michigan limited liability company, Kingsville Properties III LLC, a Michigan limited liability company (collectively herein "Vacant Lot Seller") and PhoenixRisingPontiac, LLC, a Michigan limited liability company ("Garage Seller", and together with the Judson Seller, Ottawa Seller, and Vacant Lot Seller, the "Seller"). Recitals A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17, 2023 (the "Purchase Agreement"), pe,taining to the purchase and sale of certain Properties, and Seller's interest in that certain Ground Lease of premises, located in Pontiac, Michigan. B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby expressly acknowledged, the parties hereby agree as follows: 1. Inspection Period. The Inspection Period is hereby extended to expire on July 24, 2023. 2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement, the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16, 2023. 3. Counterparts: Electronic Signatures. This Amendment may be executed in one or more counterparts, all of which shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be binding upon the parties. 4. Miscellaneous. Except as specifically amended herein, all the tenns and provisions of the Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Purchase Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof. Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the Purchase Agreement. [Remainder of page intentionally left blank] 48665049.1 EXHIBIT A IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first set forth above. 48665049.1 PURCHASER: FARBMAN ACQUISITfON, LLC, a Mich~-an limited liability company DocuS1gned by: arJJ~t;(}J t::ut,\,la,v 8 y: B6B40E884B89•45 Andrew L. Gutman Its: President SELLER: 31 E JUDSON LLC, a Michigan limited liabilit c Tarik Y. Dinha II [ts: Authorized Representative OTTAWA TOWERS 2021, L a Michigan limited liabili Tarik Y. Dinha II Its: Authorized Representative EXCELLOR LLC, a Michigan limited liability company, EXCELLOR 2 LLC, a Michigan limited liability company, EXCELLOR 3 LLC, a Michigan limited liability company, EXCELLOR 4 LLC, a Michigan limited liability company, EXCELLOR 5 LLC, a Michigan limited liability company, EXCELLOR 6 LLC, a Michigan limited liability company, and EXCELLOR 7 LLC, a Michigan limited liability company By, 21(:.~f:5--Its: Authorized Representative EXHIBIT A 48665049.1 KINGSVILLE PROPERTIES LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES II LLC, a Michigan limited liability company, and KINGSVILLE PROPERTIES Ill LLC, a Michigan limited liability company By:~~)::: 5---Its: Authorized Representative PHOENIXRISINGPONTIAC, limited liability comoanL:¥.-.~=-~ Tarik Y. Dinha II Its: Authorized Representative a-..M-t·,e~1,,,-, igm;'l11!1lr---EXHIBIT A DocuSign Envelope ID: 5153E315-69D9-493D-8C1A-516272F39148SECOND AMENDMENT OF PURCHASE AGREEMENT TI-IIS SECOND AMENDMENT OF PURCHASE AGREEMENT (this "Amendment"), is made and entered into as of July 20, 2023, by and between FARBMAN ACQUISlTlON, LLC, a Michigan limited liability company (the "Purchaser"), and 31 E Judson LLC, a Michigan limited liability company, ("Judson Seller"), Ottawa Towers 2021, LLC, a Michigan limited liability company ("Ottawa Seller"), Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan limited liability company, Kingsville Properties Il LLC, a Michigan limited liability company, Kingsville Properties III LLC, a Michigan limited liability company ( collectively herein "Vacant Lot Seller") and PhoenixRisingPontiac, LLC, a Michigan limited liability company ("Garage Seller", and together with the Judson Seller, Ottawa Seller, and Vacant Lot Seller, the "Seller"). Recitals A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17, 2023, as amended by that certain First Amendment of Purchase Agreement dated July 11, 2023 (collectively, the "Purchase Agreement"), pertaining to the purchase and sale of certain Properties, and Seller's interest in that certain Ground Lease of premises, located in Pontiac, Michigan. B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby expressly acknowledged, the parties hereby agree as follows: 1. J nspection Period. The Inspection Period is hereby extended to expire on July 31, 2023. 2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement, the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16, 2023. 3. Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, all of which shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be binding upon the parties. 4. Miscellaneous. Except as specifically amended herein, all the terms and provisions of the Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Purchase Agreement and this Amendment, the tenns and provisions of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof. Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the Purchase Agreement. [Remainder of page intentionally left blank] 48774638.1 EXHIBIT A DocuSign Envelope ID: 5153E315-69D9-493D-8C1A-516272F39148IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first set forth above. 48774638.1 PURCHASER: FARBMAN ACQUISITION, LLC, a Michigan limited liability company By: f~ii~"""····-tfl_lll._fJ _____ _ Andrew L. Gutman Its: President SELLER: 31 E JUDSON LLC, a Michigan limited Iiab~i!!.Ht!L-!=c~-4-1'1-~-Its: Authorized Representative OTT A WA TOWERS 2021, L:,:L:::;C:::..----:::===------~:::;;;;;;;;;~:::::::::::====~ Tarik Y. Dinha II ~ Its: Authorized Representative EXCELLOR LLC, a Michigan limited liability company, EXCELLOR 2 LLC, a Michigan limited liability company, EXCELLOR 3 LLC, a Michigan limited liability company, EXCELLOR 4 LLC, a Michigan limited liability company, EXCELLOR 5 LLC, a Michigan limited liability company, EXCELLOR 6 LLC, a Michigan limited liability company, and EXCELLOR 7 LLC, a Michigan limited liability company Jts: Authorized Representative EXHIBIT A DocuSign Envelope ID: 5153E315-69D9-493D-8C1A-516272F3914848774638.1 KINGSVILLE PROPERTIES LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES II LLC, a Michigan limited liability company, and KINGSVILLE PROPERTIES III LLC, a Michigan limited liability company By:~t:5--Its: Authorized Representative PHOENIXRISINGPONTIAC, LLC, a Michigan ::~~~~~===---------~ Its: Authorized Representative EXHIBIT A 48873658.1 THIRD AMENDMENT OF PURCHASE AGREEMENT THIS THIRD AMENDMENT OF PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of July 28, 2023, by and between FARBMAN ACQUISITION, LLC, a Michigan limited liability company (the “Purchaser”), and 31 E Judson LLC, a Michigan limited liability company, (“Judson Seller”), Ottawa Towers 2021, LLC, a Michigan limited liability company (“Ottawa Seller”), Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan limited liability company, Kingsville Properties II LLC, a Michigan limited liability company, Kingsville Properties III LLC, a Michigan limited liability company (collectively herein “Vacant Lot Seller”) and PhoenixRisingPontiac, LLC, a Michigan limited liability company (“Garage Seller”, and together with the Judson Seller, Ottawa Seller, and Vacant Lot Seller, the “Seller”). Recitals A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17, 2023, as amended by that certain First Amendment of Purchase Agreement dated July 11, 2023, as amended by that certain Second Amendment of Purchase Agreement dated July 20, 2023 (collectively, the “Purchase Agreement”), pertaining to the purchase and sale of certain Properties, and Seller’s interest in that certain Ground Lease of premises, located in Pontiac, Michigan. B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby expressly acknowledged, the parties hereby agree as follows: 1. Inspection Period. The Inspection Period is hereby extended to expire on August 3, 2023. 2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement, the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16, 2023. 3. Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, all of which shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be binding upon the parties. 4. Miscellaneous. Except as specifically amended herein, all the terms and provisions of the Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Purchase Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof. Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the Purchase Agreement. [Remainder of page intentionally left blank] DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442EEXHIBIT A 48873658.1 IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first set forth above. PURCHASER: FARBMAN ACQUISITION, LLC, a Michigan limited liability company By: ______________________________ Andrew L. Gutman Its: President SELLER: 31 E JUDSON LLC, a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative OTTAWA TOWERS 2021, LLC a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative EXCELLOR LLC, a Michigan limited liability company, EXCELLOR 2 LLC, a Michigan limited liability company, EXCELLOR 3 LLC, a Michigan limited liability company, EXCELLOR 4 LLC, a Michigan limited liability company, EXCELLOR 5 LLC, a Michigan limited liability company, EXCELLOR 6 LLC, a Michigan limited liability company, and EXCELLOR 7 LLC, a Michigan limited liability company By: ______________________________ Martin K. Siersma Its: Authorized Representative DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442E r-= DocuSigned by: L~ r-= DocuSigned by: L~ G DocuSigned by: ~IA, s-!U"S~/1', 3392DFA3A3B04B5 ... EXHIBIT A 48873658.1 KINGSVILLE PROPERTIES LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES II LLC, a Michigan limited liability company, and KINGSVILLE PROPERTIES III LLC, a Michigan limited liability company By: ______________________________ Martin K. Siersma Its: Authorized Representative PHOENIXRISINGPONTIAC, LLC, a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442E G DocuSigned by: ~IA, s-!U"S~tt 3392DFA3A380485 ... r-= DocuSigned by: L~ EXHIBIT A 48924150.1 FOURTH AMENDMENT OF PURCHASE AGREEMENT THIS FOURTH AMENDMENT OF PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 2, 2023, by and between FARBMAN ACQUISITION, LLC, a Michigan limited liability company (the “Purchaser”), and 31 E Judson LLC, a Michigan limited liability company, (“Judson Seller”), Ottawa Towers 2021, LLC, a Michigan limited liability company (“Ottawa Seller”), Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan limited liability company, Kingsville Properties II LLC, a Michigan limited liability company, Kingsville Properties III LLC, a Michigan limited liability company (collectively herein “Vacant Lot Seller”) and PhoenixRisingPontiac, LLC, a Michigan limited liability company (“Garage Seller”, and together with the Judson Seller, Ottawa Seller, and Vacant Lot Seller, the “Seller”). Recitals A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17, 2023, as amended by that certain First Amendment of Purchase Agreement dated July 11, 2023, as amended by that certain Second Amendment of Purchase Agreement dated July 20, 2023, as amended by that certain Third Amendment of Purchase Agreement dated July 28, 2023 (collectively, the “Purchase Agreement”), pertaining to the purchase and sale of certain Properties, and Seller’s interest in that certain Ground Lease of premises, located in Pontiac, Michigan. B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby expressly acknowledged, the parties hereby agree as follows: 1. Inspection Period. The Inspection Period is hereby extended to expire on August 9, 2023. 2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement, the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16, 2023. 3. MOU. At the Closing, Garage Seller and Judson Seller shall execute an agreement with the City of Pontiac to rescind and terminate the Amended and Restated Memorandum of Understanding Public Private Partnership Agreement dated December 31, 2021 (the “MOU”), provided that the City of Pontiac countersigns such agreement. Garage Seller and Judson Seller hereby certify to Purchaser, and shall certify in such agreement to the City of Pontiac, that, WDC 21, LLC, a Michigan limited liability company (i) was under common control with Seller, (ii) was dissolved on December 31, 2022, and is no longer in existence, and (iii) did not assign its rights under the MOU to any successor third party. The terms of this Section 3 shall survive the Closing. 4. Title Insurance Policy. At Closing, Seller shall discharge and cause to be deleted from the Title Insurance Policies the following: (i) Notice of Commencement recorded September 2, 2022 in Liber 58081, Page 835, being exception 17 in the Commitment (ii) Notice of Commencement recorded September 2, 2022 in Liber 58081, Page 827, being exception 54 in the Commitment, (iii) Notice of Commencement recorded September 2, 2022 in Liber 58081, Page 831, being exception 83 in the Commitment, and (iv) DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867EXHIBIT A 48924150.1 Interest of First State Bank, a Michigan banking corporation, in the Ground Lease, as set forth as Exception 60 in the Commitment. 5. Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts, all of which shall constitute and be deemed an original, but all of which together shall constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be binding upon the parties. 6. Miscellaneous. Except as specifically amended herein, all the terms and provisions of the Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Purchase Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof. Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the Purchase Agreement. [Remainder of page intentionally left blank] DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867EXHIBIT A 48924150.1 IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first set forth above. PURCHASER: FARBMAN ACQUISITION, LLC, a Michigan limited liability company By: ______________________________ Andrew L. Gutman Its: President SELLER: 31 E JUDSON LLC, a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative OTTAWA TOWERS 2021, LLC a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative EXCELLOR LLC, a Michigan limited liability company, EXCELLOR 2 LLC, a Michigan limited liability company, EXCELLOR 3 LLC, a Michigan limited liability company, EXCELLOR 4 LLC, a Michigan limited liability company, EXCELLOR 5 LLC, a Michigan limited liability company, EXCELLOR 6 LLC, a Michigan limited liability company, and EXCELLOR 7 LLC, a Michigan limited liability company By: ______________________________ Martin K. Siersma Its: Authorized Representative DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867 r-= DocuSigned by: L~ r-= DocuSigned by: L~ G DocuSigned by: flto.,vfilA, s-!U"S~/1', 3392DFA3A3B04B5 ... EXHIBIT A 48924150.1 KINGSVILLE PROPERTIES LLC, a Michigan limited liability company, KINGSVILLE PROPERTIES II LLC, a Michigan limited liability company, and KINGSVILLE PROPERTIES III LLC, a Michigan limited liability company By: ______________________________ Martin K. Siersma Its: Authorized Representative PHOENIXRISINGPONTIAC, LLC, a Michigan limited liability company By: ______________________________ Tarik Y. Dinha II Its: Authorized Representative DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867 G DocuSigned by: ~IA, s-!U"S~tt 3392DFA3A380485 ... r-= DocuSigned by: L~ EXHIBIT A EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B EXHIBIT B