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Resolution No. 97341 2 3 4 5 6 7 8 =1 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 RESOLUTION NO. 9734 A'RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND RATIFYING THE EXECUTION OF A THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN THE CITY OF VERNON AND RENU RESOURCES, LLC RELATING TO THE PURCHASE OF LAND IN KERN COUNTY FOR POTENTIAL DEVELOPMENT OF RENEWABLE RESOURCES WHEREAS, on August 12, 2008, the City Council of the City of Vernon adopted Resolution No. 9689 approving a Purchase and Sale Agreement and Joint Escrow Instructions dated August 13, 2008 (the "Agreement"), with ReNu Resources, LLC ("ReNu") for the purchase of -property in Kern County in the area known as the Tehachapi Wind Resource Area (the "Wind Property") for the potential development of renewable resources; and WHEREAS, the Agreement also provided for an option to purchase property in Kern County in Tehachapi (the "Solar Property") for the potential development of renewable resources; and WHEREAS, on September 8, 2008, the City Council of the City of Vernon adopted Resolution No. 9709, which approved and ratified the First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated August 28, 2008 and the Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated September 4, 2008; and WHEREAS, prior to the close of escrow, the City and ReNu desired to amend the Agreement a third time to delete the exhibits to the Agreement and replace them with the exhibits attached to the third amendment; and 28 11 WHEREAS, in order to meet the urgent need to perform all 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 actions necessary to close escrow, the Mayor Pro-Tem executed the Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions (the "Third Amendment"), subject to ratification by the City; and WHEREAS, the City desires to approve and ratify the actions of the Mayor Pro-Tem in executing the Third Amendment to complete the purchase of the Wind Property and optional purchase of the Solar Property under the terms and conditions of the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Third Amendment with Renu and ratifies the execution of the Third Amendment by the Mayor Pro-Tem, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take any and all actions deemed necessary and to execute any and all documents as shall be required pursuant to the terms of said Agreement, as amended to complete the close of escrow. - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 4: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shal-1 be in full force and effect. APPROVED AND ADOPTED this 6th day of October, 2008. Name: Leonis Ca Malburg Title: Mayor ATTF T: w MAN ELA GIRON, Ci'y 4lerk - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9734, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, October 6, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GI ON, City Clerk - 4 - EXHIBIT A L&W DRAFT — 9/29/08 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment") is made as of October _, 2008 (the "Effective Date"), by and between the CITY OF VERNON, a California chartered city ("Buyer"), and ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"). RECITALS: A. Buyer and Seller are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions made as of August 13, 2008 (as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 28, 2008, and that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 4, 2008, the "Original Purchase Agreement"). All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Original Purchase Agreement. The Original Purchase Agreement, as amended by this Amendment, is referred to herein as the "Purchase Agreement". B. Buyer and Seller desire to amend the Original Purchase Agreement as provided herein. AGREEMENT: NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration,, the 'receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows: 1. Amendment to Original Purchase Agreement. The Original Purchase Agreement is hereby amended by deleting the exhibits thereto in their entirety and replacing them with the exhibits attached to this Amendment. 2. Miscellaneous. 2.1 Governing Law. The validity, interpretation and effect of this Amendment are governed by and shall be construed in accordance with the laws of the State of California applicable to contracts made and performed in such State and without regard to conflicts of law doctrines except to the extent that certain matters are preempted by Federal law or are governed by the law of the jurisdiction of organization of the respective Parties. 2.2 Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. 2.3 Limited Effect. This Amendment .is intended to be a part of, and will serve as a valid written amendment to, the Original Purchase Agreement. Except as otherwise set forth in this Amendment, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements LA\1904965.2 contained in the Original Purchase Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect, and this Amendment will not operate as an extension or waiver by the Parties of any condition, covenant, obligation, right, power or privilege under the Original Purchase Agreement. [SIGNATURE PAGES FOLLOW] 2 LAU 9049652 IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions as of the Effective Date. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, a California chartered city By: _;%IA��' o Name: ,Hilario Gonzales Title: Mayor Pro-Tem ATTEST: By. ame:Manuela Giro Title: City Clerk APPROVED AS TO FORM: By:+JeA. N : Harrison Ti orney (Signature Page to Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions) L&W DRAFT — 9/29/08 EXHIBIT A DESCRIPTION OF WIND LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2; (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1 LAU 904965.2 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 %2 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided'/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided '/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated. area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-2 LA\1904965.2 Parcel t3: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 1.6: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter of the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 155), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s)130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-3 LAU904965.2 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter of the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeastquarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo'Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated . Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27; (APN: 444-040-09,11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-4 LA\1904965.2 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-5 LA%1904965.2 Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-6 LA\1904965.2 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South,: Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area., County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range ' 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-7 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT A-1 DESCRIPTION OF SOUTHERN RUDNICK PROPERTY EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in'the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo. Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast .quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Exhibit A-1-1 LA\ 1904965.2 Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said, land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records, Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records, Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-2 LA\1904965.2 Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of. said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip.of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. WESTERN SOLAR LAND Parcel 19: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 'Parcel 20: (APN: 153-070-03) The Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-3 LA\1904965.2 Parcel 21: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base. and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 153-090-01) Section .15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat .thereof. Parcel 29: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A- 1-4 LAU 904965.2 Parcel 30: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel31: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half, of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern; State of California, according to the Official Plat thereof. EASEMENT PARCELS Parcel 36: (APN: 153-170-01) Section 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1/16t' of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Exhibit A-1-5 LAU904965.2 Parcel38: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel39: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range. 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel40: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel41: (APN: 181-020-11) Fractional Section 7, Township 30 South; Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a.strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records, Parcel 42: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 43: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 44: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Exhibit A-1-6 LA\1904965.2 Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973.in Book 4804, Page(s) 2459 of Official Records. Parcel 45: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided'/s interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 47: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel48: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel49: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-7 LA\1904965.2 Parcel 51: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN 153-051-03) Section 25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN 153-070-05) Lots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 57: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Exhibit A-1-8 LAU904965.2 L&W DRAFT — 9/29/08 EXHIBIT B LIST OF MINERAL, ENERGY AND OTHER LEASES Mineral Extraction Lease dated September 29, 2003, by and between Carlton Global Resources, LLC, a Delaware limited liability company, as lessee, and Seller, as lessor; as the same has been amended, restated, supplemented or otherwise modified prior to the Effective Date. Exhibit B-1 LAU 9049612 L&W DRAFT — 9/29/08 EXHIBIT C FORM OF GRANT DEED RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO, ) AND SEND TAX STATEMENTS TO: ) The City of Vernon ) 4305 Santa Fe Avenue ) Vernon, California 90058 ) Attention: Jeff Harrison, Esq., ) City Attorney ) (Space Above This Line For Recorder's Use Only) The undersigned grantor declares: Documentary Transfer Tax not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended APNs: see Exhibit A GRANT DEED FOR VALUE RECEIVED, ReNu RESOURCES, LLC, a Delaware limited liability company ("Grantor"), hereby grants to the CITY OF VERNON, a California chartered city ("Grantee'), all of its right, title and interest in and to .that certain real property situated in the County of Kern, State of California, described on Exhibit A attached hereto and by this reference incorporated herein, subject to all matters of record and subject to the reservations described on Exhibit A. IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of October 2008. ReNu RESOURCES, LLC, a Delaware limited liability By: Name: Title: Exhibit C-1 LA\1904965.2 State of California County of On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Exhibit C2 LA11904965.2 (Seal) EXHIBIT A LEGAL DESCRIPTION Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2; (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C3 LA\1904965,2 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 %z. East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170,.Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided % interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C4 LA\1904965.2 Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter of the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7; Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C5 LAU 904965.2 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter of the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter, of Section 14, Township 30South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official .Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09,11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Exhibit C6 LA\1904965.2 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated'area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel34: (APN: 444-080-11) The West. half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30, South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C7 LA\1904965,2 Parcel38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN: 444-100-04) The West half, the West half.of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) _ Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C8 LA\1904965.2 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06). Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit C9 LA\1904965.2 SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX Document No. Recorded October _, 2008 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE) TO: Recorder County of Kern Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names: Grantor: ReNu RESOURCES, LLC, a Delaware limited liability company Grantee: CITY OF VERNON, a California chartered city The property described in the accompanying document is located in the County of Kern, State of California. The amount of tax due the County of Kern on the accompanying document is d' Computed on full value of property conveyed. OR Computed on full value, less liens and encumbrances remaining at the time of sale. Exhibit C10 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT D PROPERTY DOCUMENTS 1. Preliminary wind development report by Sandbar Explorations, dated November 4, 2007 2. Follow-up wind development report prepared by V-bar Explorations, dated August 16, 2008 3. Transmission report prepared by PDS Consulting and TOR Engineers, dated August 21, 2008 4. Critical issues report prepared by EDAW, dated August 13, 2008 5. Final Phase I and II environmental report, dated September 29, 2008 Exhibit D-1 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT E FORM OF ESTOPPEL CERTIFICATE [see attached] Exhibit E-1 LA\1904965,2 L&W DRAFT — 9/29/08 EXHIBIT F FORM OF ASSIGNMENT OF LEASES Assignment of Leases This instrument is executed and delivered to be effective as of October _, 2008, by and between ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"), and the' CITY OF VERNOX a California chartered city ("Buyer"), covering the real property described in Exhibit A attached hereto ("Real Property"). 1. Assimment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer (a) all of Seller's right, title and interest in and to the leases ("Leases") and security deposits ("Security Deposits") described in Exhibit B attached hereto relating to the Real Property; and (b) the contracts described in Exhibit C attached hereto (the "Contracts"). Buyer hereby accepts such assignment and hereby assumes and agrees to be bound by and to perform, as of the date hereof, Seller's obligations, covenants and agreements under the Leases and Contracts accruing on or after the date hereof (but specifically excluding any assumption of any pre-existing defaults that continue to remain uncured), and Buyer further assumes all liability of Seller for the proper refund or return of the Security Deposits if, when, and as required by the terms of the Leases or otherwise by law. 2. Successors and Assigns. This instrument is binding upon, and shall inure to the benefit of Seller and Buyer and their respective heirs, legal representatives, successors and assigns. . 3. Power and Authority. Each of Buyer and Seller represents and warrants to the other that it is fully empowered and authorized to execute and deliver this instrument, and that the individual signing this instrument on its behalf is fully empowered and authorized to do so. [signature page follows] Exhibit F-1 LA\1904965.2 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed effective as of the date written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: Name: Title: APPROVED AS TO FORM: IN Name: Title: Exhibit F-2 LA\ 1904965,2 EXHIBIT A DESCRIPTION OF REAL PROPERTY Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 2; (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale,.coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so. much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. ' Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-3 LA\1904965.2 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36'/2 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving.to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided 1/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided'/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-4 LA\I904965.2 Parcel 13: (APN: 442-030-03) .Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the, Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01). Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter of the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of.California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, PZange 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-5 LA\ 1904965.2 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter of the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of .the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09, 11 and 13) The West half of the Northeast. quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-6 LA\ I904965.2 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-7 LA\1904965.2 Parcel38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern,. State of California, according to the Official Plat thereof. Parcel 41: (APN.444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo `'Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-8. LA\1904965.2 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN:. 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. . Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section-33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit F-9 LA\1904965.2 EXHIBIT B LEASES Mineral Extraction Lease dated September 29, 2003, by and between Carlton Global Resources, LLC, a Delaware limited liability company, as lessee, and Seller, as lessor, as the same has been amended, restated, supplemented or otherwise modified prior to the Effective Date. Exhibit F-10 LA\1904965,2 EXHIBIT C CONTRACTS None Exhibit F-11 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT G FORM OF NOTICE TO TENANTS [Seller's Letterhead] October _, 2008 Carlton Global Resources, LLC 1940 Albany Street. Tehachapi, California_93561 Attention: Kevin Tack Re: Onyx Ranch (the "Pro er ") Ladies and Gentlemen: With reference to your lease of a portion of the Property and certain BLM mining claims, pursuant to that certain Mineral Extraction Lease dated September 29, 2003 (as amended prior to the date hereof, the "Lease"), please be advised that ReNu Resources, LLC, a Delaware limited liability company ("Seller"), has this day sold and transferred the Property and its interest in the Lease to the City of Vernon, a California chartered city (`Buyer"). Until you receive further notice from Buyer, all rent checks and other payments under the Lease should henceforth be made payable to Buyer and mailed or delivered to its office at the following address: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Rory Burnett, Director of Finance All notices to the landlord under the Lease should also be addressed to Buyer at the foregoing address. Very truly yours, SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: Exhibit G-1 LA\1904965.2 i L&W DRAFT — 9/29/08 EXHIBIT H DISCLOSED CONDITIONS Findings and recommendations of Kennedy/Jenks Consultants in its Phase I Environmental Site Assessment and Limited Phase II Soil Investigation, Kelso Valley Wind, Kern County, California dated September 29, 2008, prepared for Western Development & Storage LA\1904965.2 Exhibit H-1 L&W DRAFT — 9/29/08 EXHIBIT I DESCRIPTION OF ELIGIBLE EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4:. (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the .Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit I-1 LA\1904965.2 Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. c Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Exhibit 1-2 LA\1904965.2 Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except.a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kem, State of California, according to the Official Plat thereof. Exhibit 1-3 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT J FORM OF MEMORANDUM OF PURCHASE AND SALE AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Vernon ) 4305 Santa Fe Avenue ) Vernon, California 90058 ) Attention: Jeff Harrison, Esq., ) City Attorney ) Above Space for Recorder's Use MEMORANDUM OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS MEMORANDUM OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Memorandum"), dated as of October _, 2008, is made by and between the CITY OF VERNON, a California chartered city C'Buyer"), and ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Memorandum without definition have the meanings provided them in the Purchase Agreement (as defined below). WITNESSETH: Buyer and Seller do hereby acknowledge that: 1. Purchase Agreement. Buyer and Seller are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 13, 2008 (as amended by (i) that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 28, 2008, (ii) that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 4, 2008, and (iii) that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 2008, the "Purchase Agreement'). Pursuant to the Purchase Agreement, Buyer has acquired a fee simple interest in all that certain parcel of land situated in Kern County, California consisting of approximately 29,722.44 acres, as more particularly described in Exhibit A attached hereto (the "Wind Land"), subject to certain Seller Retained Easements. 2. Deferred Wind Purchase Price. As part of the consideration for the Wind Land, Seller is entitled to receive certain deferred payments, if and to the extent provided in the Purchase Agreement. 3. P�pr ose. This Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the provisions of the Purchase Agreement. This Memorandum is subject to all of the provisions of the Purchase Exhibit J-1 LA\1904965.2 Agreement and, in the event of any inconsistency between the provisions of the Purchase Agreement and this Memorandum, the provisions of the Purchase Agreement shall prevail. 4. Other Provisions. The other provisions of the Purchase Agreement, including, without limitation, those pertaining to the terms of any purchase and sale of the Property, shall be as provided in the Purchase Agreement, which, by this reference, are incorporated herein. 5. CountgWarts. This Memorandum may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] Exhibit J-2 La\1904965.2 IN WITNESS WHEREOF, the parties hereto have duly executed this Memorandum as of the day and year first written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, ATTEST: a California chartered city By: By: Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: Exhibit J-3 LA\1904965.2 State of California County of On personally appeared before me, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit J-4 LAU904965.2 State of California County of On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit J-5 LA\1904965.2 EXHIBIT A LEGAL DESCRIPTION Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2; (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-6 Lnv904965.2 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 '/2 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in .said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Except an undivided''/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. 1 Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-7 LA\1904965.2 Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records, Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter of the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-8 LA\1904965.2 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter of the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22; (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09,11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-9 LAU904965.2 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) F' The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area,. County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-69) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-10 LA\1904965.2 Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel A (APN: 444-100-.04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13,1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-11 LA\1904965.2 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 30 South; Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kein, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit J-12 LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT K DESCRIPTION OF WL TRANSMISSION EASEMENT AGREEMENT PROPERTY EASTERN SOLAR LAND Parcel 1: (APN 153-140--05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according. to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South,- Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7,. Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official. Plat thereof. Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South,. Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Exhibit Km LA\1904965.2 Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area,. County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20,1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-2 LA\1904965.2 Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. WESTERN SOLAR LAND Parcel 19: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 153-070-03) The Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-3 LA\1904965.2 Parcel 21: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 23: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 24: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 153-100-03) Section 17, "Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 29: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-4 LA\1904965.2 Parcel 30: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel34: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half, of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. EASEMENT PARCELS Parcel 36: (APN: 153-170-01) Section 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel37: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1/16`h of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Exhibit K-5 LA\1904965.2 Parcel 38: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 39: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 40: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 42: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel43: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 44: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Exhibit K-6 LAU904965.2 Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 45: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %Z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 47: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided ''/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 48: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel49: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-7 LAu904965.2 Parcel 51: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN 153-051-03) Section 25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN 153-070-05) Lots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 57: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-8 LA\1904965.2 L&W DRAFT 9/29/08 ,EXHIBIT L DESCRIPTION OF WL MISCELLANEOUS EASEMENT AGREEMENT PROPERTY EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo.Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 15.3-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Exhibit L-1 LA\1904965.2 Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit L-2 LA\1904965.2 Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-02043) Fractional Section 9, Township 30 .South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range.36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. WESTERN SOLAR LAND Parcel 19.: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 153-070-03) The Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit L-3 LA\1904965.2 Parcel 21: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of.Kern, State of California, according to the Official Plat thereof. Parcel28: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 29: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit L-4 LA\1904965.2 Parcel 30: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel33: (APN:153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the; un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and .the West half, of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. EASEMENT PARCELS Parcel 36: (APN: 153-170-01) Section 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1/16"' of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Exhibit 1 A LA11904965.2 Parcel 38: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 39: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to'the Official Plat thereof Parcel 40: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 1.3, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records, Parcel 42: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 43: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, _3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 44: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Exhibit L-6 LA\1904965.2 Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 45: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel46: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 47: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 48: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit L-7 GA\1904965,2 Parcel 51: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN 153-051-03) Section 25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN 153-070-05) Lots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, accordingto the Official Plat thereof. Parcel 55; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 57: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit L-g LA\1904965.2 L&W DRAFT — 9/29/08 EXHIBIT M FORM OF MEMORANDUM OF OPTION RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) The City of Vernon ) 4305 Santa Fe Avenue ) Vernon, California 90058 ) Attention: Jeff Harrison, Esq., ) City Attorney ) Above Space for Recorder's Use MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION (this "Memorandum"), dated as of October _, 2008, is made by and between ReNu RESOURCES, LLC, a Delaware limited liability company ("Owner"), and the CITY OF VERNON, a California chartered city ("Option Holder"). Capitalized terms used in this Memorandum without definition have the meanings provided them in the Purchase Agreement (as defined below). WITNESSETH: Owner and Option Holder do hereby acknowledge that: 1. Purchase Agreement. Owner and Option Holder are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 13, 2008 (as amended by (i) that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 28, 2008, (ii) that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 4, 2008, and (iii) that certain Third Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of October _, 2008, the "Purchase Agreement"). Pursuant to the Purchase Agreement, Option Holder has the exclusive right to purchase (the "O tion') a fee simple interest in up to 5,000 acres designated by Option Holder from among (i) those parcels located in Kern County, California described on Exhibit A attached hereto and (ii) those parcels located in Kern County, California described on Exhibit B attached hereto (collectively, the "Pr- operty"). 2. Exercise of the Option. Pursuant to the terms of the Purchase Agreement, the Option must be exercised, if at all, within not later than the third anniversary of the date of this Memorandum. The terms pursuant to which the Option may be exercised are as set forth in the Purchase Agreement. 3. Pu ose. This Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the provisions Exhibit M-1 LAU 904965.2 of the Purchase Agreement. This Memorandum is subject to all of the provisions of the Purchase Agreement and, in the event of any inconsistency between the provisions of the Purchase Agreement and this Memorandum, the provisions of the Purchase Agreement shall prevail. 4. Other Provisions. The other provisions of the Purchase Agreement, including, without limitation, those pertaining to the terms of any purchase and sale of the Property, shall be as provided in the Purchase Agreement, which, by this reference, are incorporated herein. 5. Countergarts. This Memorandum may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] Exhibit M-2 LA\1904965.2 IN WITNESS WHEREOF, the parties hereto have duly executed this Memorandum as of the day and year first written above. OWNER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: OPTION HOLDER: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: By: Name: Title: APPROVED AS TO FORM: wo Name: Title: Exhibit M-3 LA\1904965.2 State of California County of On personally appeared before me, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit M-4 LA\1904965.2 State of California ) County of ) On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit M-5 LA\1904965.2 EXHIBIT A DESCRIPTION OF ELIGIBLE EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN:.153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN:153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit M-6 LA\1904965.2 Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Exhibit M-7 LAU904965.2 Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit M-8 LA\1904965.2 EXHIBIT B LEGAL DESCRIPTION OF ELIGIBLE WESTERN SOLAR LAND Parcel 1: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-070-03) The Southwest quarter of Fractional Section 3, Township 29 South, Range 35 'East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount _Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and. Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit M-9 LA\1904965.2 Parcel 9: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 153-120-02) Section 20, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half, of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit M-10 LAU904965.2 L&W DRAFT — 9/29/08 EXHIBIT N LEGAL DESCRIPTION OF ELIGIBLE WESTERN SOLAR LAND Parcel 1: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-070-03) The Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County. of Kern, State of California, _according to the Official Plat thereof. Parcel 3: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the uri-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-080-02) , Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, 'in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit N-1 LA\1904965.2 Parcel 9: (APN:153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half, of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit N-2 LA\1904965.2 CITY ATTORNEY'S OFFICE INTER -DEPARTMENT MEMORANDUM DATE: October 22, 2008 TO: Nelly Giron, City Clerk FROM: Jeff A. Harrison, City RE: Renu Resources, LLC Dear Nelly: Attorne Enclosed, please find the following signed documents regarding the above -referenced matter: 1. Check proof of deposit. 2. Buyer's Final Closing Statement dated 10/17/08. 3. Tenant Letter. 4. Seller's Closing Certificate. 5. Buyer's Closing Certificate. 6. Assignment. 7. Amended and Restated Purchase and Sale Agreements and Joint Escrow Instructions. 8. Wind Land Preliminary Report, Order Number 134642. 9. Eastern Solar Preliminary Report, Order Number 134950 and Western Solar Preliminary Report, Order Number 138656. JH : em poq J IEnclosures 0829501N1 0005 10/21/2008 001 45 Miscellaneous COMMERCE ESCROW CO 1~11 p21:a.0i 027750 DATE: October 17, 2008 AMOUNT $****14,160.52 (/QalJJif Ml 027750' DATE: October 17, 2008 AMOUNT $****14,160:52 f �- fi Commerce Esc,�.ow Company City of Vernon ESCROW NO. 08-53554-HW OFFICER: Helen Wong Property: Seller: Renu Resources, LLC Buyer: City of Vernon HW/sm Commerce Escrow Company City of Vernon ESCROW NO. 08-53554-HW OFFICER: Helen Wong 3 ffl CIo a) � t0 O U) tNC') N act C r LO O O co , U CA co '� Co C.C) I O r- � CEO LCr Cf3 a H Ocn— NO O S_ Uj CO W in ¢ 0- a) 3 _ C A N OD LLI r— :3- W O 1- 0 `i0 UCD CD CST LO CO O. Cr '� I - t!') rNOWCD C]ic7 W r: !`-- CD C.C) R--- O LO M U3 O O O r LO pO r- . _ it N - - co WIC 00 :3 to E c0 E C_7 T Cl H an = C.5 $ CO Z C-0 tt N C_1 I--- Ane Cahill Priester Direct Dial: 213-891-8452 ane.cahill.priester@lw.com LATHAM&WATKINSLLP October 17, 2008 VIA EXPRESS MAIL Jeff A. Harrison, Esq. City of,Vernon 4305 Santa Fe Ave., Vernon, CA 90058 Re: City of Vernon/ReNu Dear Jeff: 355 South Grand Avenue Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Barcelona New Jersey Brussels New York Chicago Northern Virginia Dubai Orange County Frankfurt Paris Hamburg Rome Hong Kong San Diego London San Francisco Los Angeles Shanghai Madrid Silicon Valley Milan Singapore Moscow Tokyo Munich Washington, D.C. File No. 037484-0015 a)PET,- C M11" T 2 J 2000 I` Y XFORNEY DE> ! 2 Congratulations on your closing today! Enclosed for your files is one each of the following duplicate original documents. 1. Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions; 2. Tenant letter, do mail this, we will take care of that for you; 3. Seller's Closing Certificate; 4. Buyer's Closing Certificate; 5. Assignment; and 6. Final Buyer's Settlement Statement (along with escrow's refund check in the amount of $14,160.52). LA\1910837.1 Jeff A. Harrison, Esq. October W, 2008 Page 2 LATHAM&WATKINSLLP A complete 3-ring binder of closing documents will be provided to you shortly. Please 'let me know how many copies you would like. If you would also like the closing documents on a CD, please let me know that as well. Should have any questions regarding the above, please do not hesitate to call. Best regards, Ane Cahil Priester Senior Paralegal cc: David Rogers, Esq. (via email) Christopher M. Norton, Esq. (via email) LA\1910837.1 COMMERCE ESCROW COMPANY 1545 WILSHIRE BOULEVARD, 6TH FLOOR LOS ANGELES, CALIFORNIA 90017 TELEPHONE: 213.484.0855 - FACSIMILE: 213.484.0417 COMMERCE ESCROW COMPANY IS LICENSED BY THE DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA, LICENSE 4 963 0884 Buyer's Final Closing Statement dated 10/17/2008 Escrow No. 08-53554-HW Closing Date: October 17, 2008 City of Vernon, a California chartered city In escrow with ReNu Resources, LLC, a Delaware limited liability company Property: Land. in Kern County, CA --------------------------------------- -------- -------------------------- Total Consideration Initial deposit Deposit on 10/16/2008 Interest earned Title Charges: se see Exhibit "A ----------------------------------------------- DEBITS CREDITS ----------------------------------------------- $42,000,000.00 ALTA Owner Title Policy (difference) $2,730.00 ALTA Owner Title Policy (optionee policy) $8,181.25 Recording fee $372.00 Delivery fee $20.00 Endorsement $0.00 Escrow Charges: 1/2 escrow fee $5,000.00 Messenger fee $30.00 Prorations: 2008/2009 1st 1/2 taxes @ $5,571.41 /6 mos @ $30.95 /day Fr: 7/1/2008 to 10/17/2008 No proration of rents/security deposits $0.00 Refund $14,160.52 Please save for income tax purposes $4,000,000.00 $38,016,000.00 $11,213.07 $3,280.70 TOTALS $42,030,493.77 $42,030,493.77 J3►.:11:3M!/:1 O LEGAL DESCRIPTION Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots I and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other.mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Di area, County of Kern, State of California, according to the Parcel 4: (APN: 153-1W09) The East half of Fractional Section 31, Township 29 S< Meridian, in the un-incorporated area, County of Kern, thereof. Parcel 5: (APN: 153-180-10) Base and Meridian, in the un-incorporated cial Plat thereof. Range 36 East, Mount Diablo Base and of California, according to the Official Plat The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South. Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof, i Exhibit A-1 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 % East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %s interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern,- State of California, according to the Official Plat thereof. Except an undivided''/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-2 Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof.. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter, and the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-3 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09,11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Exhibit A-4 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof, Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-5 Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds_ Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-6 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel SO: (APN: 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-7 ReNu Resources, LLC 6922 Hollywood Boulevard, 9t" Floor Los Angeles, California 90028 October 0, 2008 Carlton Global Resources, LLC 1940 Albany Street Tehachapi, CA 93561 Attn: Kevin Tack Re: That certain real property located in Kern County, California and more particularly described on Exhibit A to the lease referred to below (the "Pro e ") Ladies and Gentlemen: With reference to your lease of a portion of the Property, pursuant to that certain Mineral Extraction Lease dated September 23, 2003, and certain BLM mining claims, please be advised that ReNu Resources, LLC, a Delaware limited liability company ("Seller"), has this day sold and transferred the Property and your lease to the City of Vernon, a California chartered city ("Buyer"). Please be further advised that all refundable tenant deposits, if any, actually held by Seller with respect to the Property and the accrued interest thereon, if any, have been turned over to Buyer. Finally, until you receive further notice from Buyer, all rent checks and other payments under your lease should henceforth be made payable to Buyer and mailed or delivered to its office at the following address: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Rory Burnett, Director of Finance All notices to the landlord under your lease should also be addressed to Buyer at the foregoing address. Very truly yours, SELLER: ReNu RESOURCES, LLC, a Delaware limited liability c mpan By: Nicholas V. Morosoff Title: Secretary Date: 10 I 11 10 r LA\1895843.2 SELLER'S CLOSING CERTIFICATE October 11, 2008 Reference is hereby made to that certain Amended and Restated. Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement"), by and between the City of Vernon, a California chartered city ("Buyer"), and ReNu Resources, LLC, a Delaware limited liability company Pursuant to clause (iii) of Section 8.2.1 of the Purchase Agreement, Seller hereby certifies to Buyer that (except as set forth on Exhibit A) all representations and warranties of Seller in the Purchase Agreement remain true and complete and that, to the best of Seller's knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to the Purchase Agreement prior to and during the Closing Date (as defined in the Purchase Agreement). [signatures follow) LA\ 1896071.1 IN WITNESS WHEREOF, this Closing Certificate has been executed as of the date first set forth above. SELLER: ReNu RESOURCES, LLC a Delaware limited liability company By: Name: Nicholas V. Morosoff Title: Secretary LA\1896071.1 Exhibit A Seller was informed on October 13, 2008 of the existence of a lawsuit filed in Kern County Superior Court by Oscar Rudnick as Trustee against the owner of a parcel adjacent to the Wind Property regarding certain easement rights over such adjacent party that are claimed to be appurtenant to the Wind Property. Seller is attempting to obtain further information regarding the lawsuit and will provide all such information to Buyer as soon as available. Seller was informed by the Trust on October 14, 2008 that Carlton Global Resources, LLC, the tenant under that certain Mineral Extraction Lease dated September 29, 2003, did not pay to the Trust the lease payments due to the Trust on September 1, 2008. Seller was further informed by the Trust that the lease payments due on September 1, 2007 were not received by the Trust until January of 2008. LA\1896071.1 BUYER'S CLOSING CERTIFICATE October 17, 2008 Reference is hereby made to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement"), by and between the City of Vernon, a California chartered city ("Buy"), and ReNu Resources, LLC, a Delaware limited liability company Pursuant to clause (i) of Section 8.2.2 of the Purchase Agreement, Buyer hereby certifies to Seller that all representations and warranties of Buyer in the Purchase Agreement remain true and complete and that, to the best of Buyer's knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any respect, and that Buyer has performed all of its material obligations required by it to be performed pursuant to the Purchase Agreement prior to and during the Closing Date (as defined in the Purchase Agreement). [signatures follow] 0 LA\1896071.1 IN WITNESS WHEREOF, this Closing Certificate has been executed as of the date first set forth above. BUYER: CITY OF VERNON, ATTEST: a California chartered city By: �`"� a By: Name: Hilario Gonzales Na, e: Kristen Enomoto Title: Mayor Pro-Tem Title: Deputy City Clerk APPROVED AS TO FORM: By: G! N :Je A. Harrison T1 :City Attorney LA\1896071 ASSIGNMENT This instrument is executed and delivered to be effective as of October �, 2008, by and between ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"), and the CITY OF VERNON, a California chartered city ("Buyer"), covering the real property described in Exhibit A attached hereto ("Real Property"). Capitalized terms used herein and not otherwise defined herein have the meanings provided them in that certain Amended and Restated Purchase Agreement and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008, by and between Seller and Buyer (the "Purchase Agreement"). 1. Assignment. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer the following property: (a) all of Seller's right, title and interest in and to the leases ("Leases") and security deposits ("Security Deposits") described in Exhibit B attached hereto relating to the Real Property; (b) all of Seller's rights, remedies, privileges and claims ("Rights and Remedies") with respect to the contracts described in Exhibit C attached hereto (the "Contracts") to the extent the Rights and Remedies relate to any real or person property acquired thereunder and acquired by Buyer pursuant to the Purchase Agreement, including, without limitation: (i) any right Seller may have to indemnification under the Contracts; and (ii) Seller's Rights and Remedies with respect to any breach by any other party to the Contracts of its representations, warranties or covenants thereunder; and (c) all of Seller's right, title and interest in and to (i) all certificates of occupancy and governmental licenses and permits relating to the Wind Property, if any, (ii) all contracts and/or agreements, if any, relating to (1) the management, upkeep, repair, maintenance or operation of the Wind Property and/or (2) the design, construction, rehabilitation and/or modification of the improvements or any portion thereof (including, without limitation, (x) any rights of Seller to proceed against contractors, architects, engineers and consultants (and any of their respective insurers under "additional insured" endorsements or otherwise), and (y) any causes of action accruing against any of the foregoing prior to Closing, in each case in connection with any defects in the WL Improvements or otherwise), and (iii) construction and equipment warranties and guarantees, if any. Buyer hereby accepts such assignment of the Leases and hereby assumes and agrees to be bound by and to perform, as of the date hereof, Seller's obligations, covenants and agreements under the Leases accruing on or after the date hereof (but specifically excluding any assumption of any pre-existing defaults that continue to remain uncured), and Buyer further assumes all liability of Seller for the proper refund or return of the Security Deposits if, when, and as required by the terms of the Leases or otherwise by law. Buyer hereby accepts the assignment of Rights and Remedies, and the property described in clause (c), with the understanding that Buyer does not assume, and Seller does not assign, any of Seller's obligations, liabilities, covenants or agreements under the Contracts, or the contracts and or agreements described in clause (c). LA\1905132.2 2. Successors and Assigns. This instrument is binding upon, and shall inure to the benefit of Seller and Buyer and their respective heirs, legal representatives, successors and assigns. 3. Power and Authority. Each of Buyer and Seller represents and warrants to the other that it is fully empowered and authorized to execute and deliver this instrument, and that the individual signing this instrument on its behalf is fully empowered and authorized to do so. [signature page follows] 2 LA\1905132.2 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed effective as of the date written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Nicholas V. Morosoff Title: Secretary CITY OF VERNON, ATTEST: a California chartered city C Name: Title: Name: Title: APPROVED AS TO FORM: Name: Title: LA\1905132.2 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed effective as of the date written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, a California chartered city By Name: Hilario Gonzales Title: Mayor Pro-Tem ATTEST: I� Na e:KrisYen moto Ti e:Deputy City Clerk APPROVED AS TO FORM: By: N :Je A. Harrison T1 e:Cit Attorney LA\ 1905132 EXHIBIT A TO ASSIGNMENT DESCRIPTION OF REAL PROPERTY Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof-. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1 LA\1905135.1 Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 % East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided '/z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %Z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-2 LA\1905135.1 Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter; and the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-3 LA\1905135.1 Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09, 11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-4 LA\1905135.1 Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-5 LA\1905135.1 Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-6 LA\1905135.1 Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-7 LA\1905135.1 EXHIBIT B TO ASSIGNMENT LEASES Mineral Extraction Lease dated September 29, 2003, by and between Carlton Global Resources, LLC, a Delaware limited liability company, as lessee, and Seller, as lessor, as the same has been amended, restated, supplemented or otherwise modified prior to the Effective Date. Exhibit B LA\1905132.2 EXHIBIT C TO ASSIGNMENT CONTRACTS 1. Purchase and Sale Agreement and Joint Escrow Instructions executed as of February 4, 2008, by and between Rudnick Estates Trust, Oscar Rudnick Trustee, and Seller, as amended, supplemented or otherwise modified pursuant to (i) that certain First Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of July 30, 2008, (ii) that certain Second Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 2, 2008, (iii) that certain Third Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 4, 2008, (iv) that certain Fourth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 10, 2008, (v) that certain Fifth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 19, 2008, (vi) that certain Sixth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, (vii) that certain Seventh Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, and (viii) that certain Eighth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of October 2, 2008 (as so amended, the "Rudnick Purchase Agreement"). 2. Estoppel Letter executed by Carlton Global Resources, LLC, a Delaware limited liability company, and delivered to Seller in connection with the closing under the Rudnick Purchase Agreement. Exhibit C LA\1905132.2 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BY AND BETWEEN CITY OF VERNON, a California chartered city as "Buyer„ AND ReNu RESOURCES, LLC, a Delaware limited liability company as "Seller" dated as of October 8, 2008 i LA\1906082.6 TABLE OF CONTENTS 1. Property to be Conveyed......................................................................................................3 2. Seller Retained Rights..........................................................................................................9 3. Purchase Price....................................................................................................................17 3.1. Amount..................................................................................................................17 3.2. Payment of Purchase Price.....................................................................................17 3.3. Deposit/Escrow Instructions .... .......................................................................17 3.4. Independent Contract Consideration......................................................................17 4. Adjustments; Costs............................................................................................................17 4.1. Adjustments...........................................................................................................17 4.2. Recording Costs.....................................................................................................19 4.3. Escrow Fees...........................................................................................................19 4.4. Title Policy.............................................................................................................19 4.5. Title Objections......................................................................................................19 4.6. Other Charges........................................................................................................19 5. Title and Possession...........................................................................................................19 5.1. Title and Survey.....................................................................................................19 5.2. Delivery of Title.....................................................................................................20 5.3. Condition of Title...................................................................................................20 5.4. Delivery of Possession...........................................................................................21 6. Investigations and Other Contingencies............................................................................21 6.1. Closing Under Rudnick Purchase Agreement.......................................................21 6.2. Contingency Period................................................................................................21 6.3. Buyer's Investigations...........................................................................................21 6.4. Buyer's Election to Proceed...................................................................................23 6.5. As -is, Where -is, With All Faults ...................................... 7. Conditions of Closing........................................................................................................24 7.1. For Buyer...............................................................................................................24 7.2. For Seller................................................................................................................26 8. Closing...............................................................................................................................26 8.1. Closing Date...........................................................................................................26 8.2. Deliveries...............................................................................................................26 8.2.1 By Seller.....................................................................................................26 8.2.2 By Buyer....................................................................................................27 ii LA\1906082.6 9. Representations and Covenants.......................................................................................... 28 9.1. By Seller.................................................................................................................28 9.2. By Buyer................................................................................................................31 9.3. Definitions..............................................................................................................32 9.4. Leasing Commissions............................................................................................32 10. Seller's Covenants.............................................................................................................32 10.1. Conduct Pending Closing......................................................................................32 10.2. Cooperation............................................................................. .............................33 11. Buyer's Covenants.............................................................................................................33 11.1. Exclusive Negotiation............................................................................................33 12. Solar Property....................................................................................................................33 12.1. Grant of Option......................................................................................................33 12.2. Option Consideration.............................................................................................40 12.3. Exercise Price.........................................................................................................40 12.4. Option Term...........................................................................................................40 12.5. Title.....................................................................................................................40 12.6. Exercise of Option.................................................................................................40 12.7. Entitlements...........................................................................................................40 12.8. Reports, Etc............................................................................................................41 13. Risk of Loss.......................................................................................................................41 14. Default; Liquidated Damages............................................................................................41 15. Brokerage...........................................................................................................................42 16. Assignment; Binding Effect................................................................. 17. Entire Agreement; Modifications; Advice of Counsel......................................................43 18. Pronouns; Joint and Several Liability................................................................................44 19. Invalidity............................................................................................................................44 20. Applicable Law..................................................................................................................44 21. Notice.................................................................................................................................44 22. Calculation of Time...........................................................................................................45 23. Expenses............................................................................................................................45 LAU 9060816 24. Waivers; Extensions...........................................................................................................45 25. Exhibits..............................................................................................................................45 26. . Counterparts; Captions .................. ......46 ...............................:............................................... 27. Attorneys' Fees..................................................................................................................46 28. Survival..............................................................................................................................46 29. Approvals...........................................................................................................................46 30. Disputes..............................................................................................................................46 30.1. Dispute Resolution.................................................................................................46 30.2. Informal Resolution...............................................................................................46 30.3. Arbitration..............................................................................................................46 30.4. Waiver of Jury Trial...............................................................................................47 31. Intentionally Omitted.........................................................................................................47 32. Memorandum of Purchase and Sale Agreement/Memorandum of Option/Release ofInterests..........................................................................................................................47 1v LA\1906082.6 LIST OF ATTACHMENTS Annex A —Deferred Purchase Price Exhibit A — Description of Wind Land Exhibit A-1 - Description of Southern Rudnick Property Exhibit B — List of Mineral, Energy and Other Leases Exhibit C — Form of Grant Deed Exhibit D - Property Documents Exhibit E — Form of Estoppel Certificate Exhibit F —.Form of Assignment Exhibit G — Form of Notice to Tenants Exhibit H — Disclosed Conditions Exhibit I — Description of Eligible Eastern Solar Land Exhibit 1-1 — Description of Eligible Western Solar Land Exhibit J — Form of Memorandum of Amended and Restated Purchase and Sale Agreement Exhibit K - Description of WL Transmission Easement Agreement Property Exhibit L — Intentionally Omitted Exhibit M — Form of Memorandum of Option Exhibit N — Form of WL General Transmission Easement Agreement Exhibit O — Form of WL General Miscellaneous Easement Agreement Exhibit P - Form of Seller Retained General Transmission Easement Agreement Exhibit Q — Form of Seller Retained General Miscellaneous Easement Agreement Exhibit R — Preliminary Title Report — Owner's Policy Exhibit S — Preliminary Title Reports —, Optionee's Policy v LA\1906082.6 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND . JOINTESCROW INSTRUCTIONS THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made as of October 8, 2008 (the "Effective Date"), by and between the CITY OF VERNON, a California chartered city ("Vernon" or `Bum"), and ReNu RESOURCES, LLC, a Delaware limited liability company ("CIM" or "Seller"). Buyer and Seller are referred to herein sometimes individually as a "Party" and collectively as the "Parties". RECITALS (a) Rudnick Estates Trust, Oscar Rudnick, Trustee (the "Trust') owns a fee interest in substantial acreage in Kern County, California. (b) The Trust and CIM Group Acquisitions, LLC, a California limited liability company ("CIM Group Acquisitions"), entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions executed as of February 4, 2008 (the "Original Rudnick Purchase Agreement"), pursuant to which CIM Group Acquisitions or its nominee ("CIM Title Holder") agreed to purchase a fee simple interest in approximately 68,000 acres of land as more particularly described therein (the "Rudnick PropertX"). (c) The Original Rudnick Purchase Agreement was later amended pursuant to (i) that certain First Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of July 30, 2008 (the "First Amendment"), (ii) that certain Second Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 2, 2008, (iii) that certain Third Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 4, 2008, (iv) that certain Fourth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 10, 2008, (v) that certain Fifth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 19, 2008, (vi) that certain Sixth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, (vii) that certain Seventh Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, and (viii) that certain Eighth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of October 2, 2008 (collectively, the "Rudnick Amendments"). The Original Rudnick Purchase Agreement as amended by the Rudnick Amendments is referred to herein as the "Rudnick Purchase Agreement". (d) Among other things, pursuant to the First Amendment, CIM Group Acquisitions assigned its right, title and interest in the Rudnick Purchase Agreement to CIM/Onyx Ranch Manager, LLC, a California limited liability company ("CIM Onyx"), and CIM Onyx accepted such assignment and agreed to assume all of CIM Group Acquisitions' obligations under the Rudnick Purchase Agreement. (e) Pursuant to an assignment and assumption(, agreement dated August 11, 2008, CIM Onyx assigned its right, title and interest in the Rudnick Purchase Agreement to Seller and LA\1906082.6 Seller accepted such assignment and agreed to assume all of CIM Onyx's obligations under the Rudnick Purchase Agreement. (f) The closing under the Rudnick Purchase Agreement is scheduled to occur on or around October 10, 2008. (g) Vernon owns and, through its Light and Power Department, operates a municipal electric utility serving all customers within the City of Vernon (the "Electric System"). Vernon currently has a variety of resources (primarily modern clean and efficient gas -fired generation, along with some hydro and nuclear), but currently does not have any "renewable" resources. Vernon expects that State law will require the power supply resources of the Electric System to include a certain amount of renewable energy sources. Moreover, Vernon desires to develop significant renewable resources and to become a leader among municipal utilities in its support for and use of renewable resources. (h) Significant portions of the Rudnick Property lie within the area known as the Tehachapi Wind Resource Area (the "TWRA"). Various utilities and developers have collectively spent or committed to spend multiple billions of dollars for the development of wind energy facilities in, and transmission facilities serving, the TWRA. This Agreement pertains in part to the purchase and sale from CIM of a fee interest in a portion of the Rudnick Property lying within the TWRA (the "Wind Land" or "WL" as more particularly described below). Vernon has determined that the Wind Land has the potential for the development of wind energy projects. (i) Significant other portions of the Rudnick Property may be attractive for the development of solar energy projects. This Agreement pertains in part to an option to acquire from CIM certain other portions of the Rudnick Property (the "Solar Land" or "SU as more particularly described below). Vernon has determined that the Solar Land has the potential for the development of solar energy projects. 0) Vernon has determined that the addition of renewable resources to the Electric System's power supply resources will benefit the customers of the Electric System and will assist Vernon in maintaining the Electric System in compliance with anticipated future renewable energy power resource requirements. (k) Vernon desires to (i) conduct or cause to be conducted an environmental review (under the California Environmental Quality Act and otherwise) to determine what, if any, wind and solar energy projects may be developed on the Wind Land and Solar Land, respectively, (ii) conduct an economic feasibility assessment of such projects and (iii) depending upon the results of such environmental review and economic feasibility assessment, develop an appropriate development structure for such projects. (1) Vernon has determined that it is necessary and in the public interest to acquire the Wind Land and acquire an option for the purchase of the Solar Land, so that Vernon can proceed with the review and development of renewable energy projects on such land. Accordingly, on August 13, 2008, Vernon executed that certain Purchase and Sale Agreement and Joint Escrow 2 LA\1906082.6 Instructions with CIM (the "Original Vernon Purchase Agreement") to acquire the Wind Land and acquire an option for the purchase of the Solar Land. The Original Vernon Purchase Agreement was later amended pursuant to (i) that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions executed as of August 28, 2008, and (ii) that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 4, 2008 (collectively, the "Vernon Amendments"). The Original Vernon Purchase Agreement as amended by the Vernon Amendments is referred to herein as the "Vernon Purchase Agreement"). (m) This Agreement amends and restates the Vernon Purchase Agreement in its entirety. Following the closing of the transactions contemplated by this Agreement and subject to any required environmental review, Vernon intends to appropriate for public use the acquired and/or optioned properties. NOW, THEREFORE, the parties agree as follows: 1. Property to be Conveye . Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth below, the following: (a) Wind Land. A fee simple interest in all that certain parcel of land situated in Kern County, California consisting of approximately 29,722.44 acres more particularly described in Exhibit A attached hereto and made a part hereof (the "Wind Land" or ")KL" ), subject to the Seller Retained Easements (as defined below). (b) WL Improvements. The buildings, structures, fixtures and other improvements, if any, affixed to or located on the Wind Land (the "WL Improvements"). (c) WL Appurtenances. The following (collectively, the "WL Appurtenances"): (i) except for the Excluded Mineral Rights (as defined below), all oil, gas and other hydrocarbon substances or other mineral rights on and under the Wind Land; (ii) except for the Excluded Subsurface Water (as defined below), all water, water stock and water rights on and under the Wind Land; and (iii) all rights, easements and rights -of -way appurtenant to, or used in connection with, the beneficial use and enjoyment of the Wind Land. (d) WL Transmission Easements. Easements appurtenant to and benefiting the Wind Property located in, over, across and through a portion of the Rudnick Property described on Exhibit A-1 attached hereto and made a part hereof (the "Southern Rudnick Property") (i) to permit Buyer to access and use electric power transmission lines of the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner (collectively, "Transmission Owners") and (ii) to permit any other Permissible Uses (as defined below), in each case LA\1906082.6 in a manner that is consistent with the Access Requirements (as defined below) all as set forth in this clause (d) (collectively, the "WL Transmission Easements"). (i) On the Closing Date, Seller shall record in favor of Buyer a transmission easement agreement substantially in the form of Exhibit N attached hereto (the "WL General Transmission Easement Agreement") encumbering the portion of the Southern Rudnick Property described on Exhibit K attached hereto providing for rights substantially as set forth in this clause (d). The purpose of the WL General Transmission Easement Agreement is solely to put of record the possibility of a recording of the WL Specific Transmission Easement (as defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Buyer shall not have any right to use the easement created pursuant to the WL General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the WL Specific Transmission Easement Agreement. If the WL Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before the first anniversary of the Closing Date for reasons other than Seller's default, the WL General Transmission Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the WL General Transmission Easement Agreement. (ii) After the Effective Date (and after the Closing Date if not determined prior to the Closing Date), Buyer and Seller shall cooperate to determine a preferred, specific route for the WL Transmission Easements (the "WL Specific Transmission Easement Route"). Promptly following receipt of the same, Seller agrees to provide Buyer with a copy of its forthcoming report from PDS Consulting regarding transmission issues (the "Transmission Report"). If approved by Buyer, which approval shall not be unreasonably withheld, the WL Specific Transmission Easement Route shall be the route shown in the Transmission Report from the Wind Land to LADWP at both the Pine Tree Substation and the Barren Ridge Substation and to SCE at SCE's forthcoming Tehachapi Sub 1 Substation. If reasonably disapproved by Buyer, Buyer and Seller shall agree upon a reasonable alternate route for the WL Specific Transmission Easement Route. Buyer and Seller shall negotiate, execute and record an easement agreement for the WL Specific Transmission Easement Route (the "WL Specific Transmission Easement Agreement"), which agreement shall contain provisions and permit uses substantially identical to those in the standard form LADWP or SCE easements (as applicable) for transmission lines, including rights of ingress and egress to construct, use or maintain any roads to serve the transmission line and related facilities (such uses are collectively referred to herein as "Permissible Uses"), provided that (A) the width of the corridor specified by the WL Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the WL Specific Transmission Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the WL Specific Transmission Easement 4 LA\1906082.6 Agreement (the "WL Specific Transmission Easement') or to install roads, - utilities, transmission lines or other improvements parallel to or crossing the WL Specific Transmission Easement, unless the foregoing would materially interfere with Buyer's intended use of the WL Specific Transmission Easement; (C) the WL Specific Transmission Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the WL Specific Transmission Easement unless such use would materially interfere with Buyer's intended use of the WL Specific Transmission Easement; (D) the WL Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); and (E) regardless of the terms of the standard form LADWP and SCE easements for transmission lines, in no event shall the holder of the WL Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the WL Specific Transmission Easement or to serve transmission functions. (iii) From and after the recording of the WL Specific Transmission Easement Agreement until the Wind Permitting Date (as defined below), Buyer, shall have (x) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with LADWP, (y) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Buyer to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Buyer, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub I Substation). In such event, Seller shall, at the request of Buyer, amend the WL Specific Transmission Easement Agreement for re-recording to an alternate route designated by Buyer and subject to. Seller's approval, which approval shall not be unreasonably withheld. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the WL Specific Transmission Easement Agreement in accordance with this clause (iii). From time to time, Buyer may also request minor amendments to the WL Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to :unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Buyer's right to designate an alternate route for the WL Specific Transmission Easement Route pursuant to the first sentence of this clause (iii). "Wind Permitting Date" means the date as of which Buyer has obtained final and LA\1906082.6 - nonappealable environmental clearances and project entitlements for the wind project proposed by Buyer in its initial application for entitlements, including transmission lines to serve the same (the "Wind Project"), provided that Buyer shall prepare and submit such initial application and shall pursue the issuance of such clearances and entitlements with reasonable diligence. (iv) At any time following the first anniversary of the Closing Date, Seller may request Buyer to amend the WL Specific Transmission Easement Agreement to exclude any portions of the property encumbered by the WL General Transmission Easement Agreement on which Seller will be constructing improvements or as to which Seller otherwise has .a need to clarify that the WL Specific Transmission Easement could not lie upon the requested portion of the Southern Rudnick Property. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the WL Specific Transmission Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the WL Specific Transmission Easement Agreement in accordance with this clause (iv). (v) (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the WL Specific Transmission Easement or the recording of an alternate route for the WL Specific Transmission Easement Route for interconnection with LADWP as provided in clause (iii) above, Buyer shall, upon request of Seller, release and reconvey the WL General Transmission Easement Agreement with respect to all portions of the Southern Rudnick Property described on Exhibit K attached hereto'that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to SCE over the WL Specific Transmission Easement or the recording of an alternate route for the WL Specific Transmission Easement Route for interconnection with SCE as provided in clause (iii) above, Buyer shall, upon request of Seller, release and reconvey the WL General Transmission Easement Agreement with respect to all portions of the Southern Rudnick Property described on Exhibit K attached hereto that had only been included thereon for purposes of providing an alternate route for connection to SCE. If Buyer has not exercised its one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) above by the date that the releases described in clauses (a) and (b) of this clause (v) have occurred, then Buyer's one-time right to designate an alternate route for the WL Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) 6 LA\1906082.6 above shall terminate and Buyer shall, upon request of Seller, release and reconvey the WL General Transmission Easement Agreement in its entirety. In any event Buyer on request of Seller shall release and reconvey the WL General Transmission Easement Agreement in its entirety on the Wind Permitting Date. . (vi) Except as provided in the last sentence of clause (iii) above, the use of the WL Transmission Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this clause (vi) shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. (e) WL Miscellaneous Easements. Easements appurtenant to and benefiting the Wind Property located in, over, across and through the Southern Rudnick Property, to permit Buyer (i) to access utilities and (ii) to access (or, with the consent of Seller not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this clause (e) (collectively, the "WL Miscellaneous Easements"), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Buyer resulting from using the Wind Property to access the relevant utilities or constructing roads on the Wind Property over the costs that would be incurred from using the Southern Rudnick Property) on the Wind Property or within or adjacent to the WL Specific Transmission Easement Route. (i) On the Closing Date, Seller shall record in favor of Buyer an easement agreement substantially in the form of Exhibit O attached hereto (the "WL General Miscellaneous Easement Agreement") encumbering the Southern Rudnick Property providing for rights substantially as set forth in this clause (e). The purpose of the WL General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the WL Specific Miscellaneous Easement (as defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Buyer shall not have any right to use the easement created pursuant to the WL General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the WL Specific Miscellaneous Easement Agreement. If the WL Specific Miscellaneous Easement Agreement (as defined below) has not been executed and recorded on or before the Wind Permitting Date for reasons other than Seller's default, the WL General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the WL General Miscellaneous Agreement. (ii) From time to time after the Closing Date, Buyer and Seller shall cooperate to determine specific locations for the WL Miscellaneous Easements (the "WL Specific Miscellaneous Easement Locations"). Buyer and Seller shall negotiate, execute and record an easement agreement for the WL Specific Miscellaneous Easement Locations (the "WL Specific Miscellaneous Easement Agreement"), provided that (A) the WL Specific Miscellaneous Easement Agreement shall not restrict Seller's right to cross the easement created pursuant 7 LA\1906082.6 to the WL Specific Miscellaneous Easement Agreement (the "WL Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the WL Specific Miscellaneous Easement, unless the foregoing would materially interfere with Buyer's intended use of the WL Specific Miscellaneous Easement; (B) the WL Specific Miscellaneous Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the WL Specific Miscellaneous Easement unless such use would materially interfere with Buyer's intended use of the WL Specific Miscellaneous Easement; (C) the WL Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas, if any, that by industry practice are exclusive (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); and (D) in no event shall the holder of the WL Miscellaneous Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the WL Specific Miscellaneous Easement. (iii) At any time after the Closing Date, Seller may request Buyer to amend the WL Specific Miscellaneous Easement. Agreement to exclude any portions of the Southern Rudnick Property on which Seller will be constructing improvements or as to which Seller otherwise has a. need to clarify that the WL Specific Miscellaneous Easement could not lie upon the requested portion of the Southern Rudnick Property. Buyer shall consent to any reasonable request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the WL Specific Miscellaneous Easement Agreement in accordance with this clause (iii). (iv) The use of the WL Miscellaneous Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this clause (iv) shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. (f) WL License. An irrevocable, non-exclusive license, expiring on the first anniversary of the date of commencement of commercial operation of the Wind Project, to access the Southern Rudnick Property for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Buyer's development of the Wind Land, in each case in a manner that is consistent with the Access Requirements (collectively, the "WL License"). The Wind Land, the WL Improvements, the WL Appurtenances, the WL Transmission Easements, the WL Miscellaneous Easements and the WL License are hereinafter sometimes referred to collectively as the "Wind Property". The Wind Property is subject to the mineral, energy and other leases listed on Exhibit B attached hereto (sometimes collectively referred to herein as the -"Leases", and the tenants under the Leases are sometimes collectively referred to herein as the "Tenants"). The Wind Property and the Solar Property (as defined below) are collectively referred to herein as the "Property". 8 LA\1906082.6 For purposes hereof, the "Access Requirements" shall consist of the following: (x) any use of any easement, right-of-way or other access right granted hereunder by its holder shall be subject to reasonable conditions as the owner of the real property subject to such easement, right- of-way or other access right may impose from, time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of any easement, right-of-way or other access right granted hereunder by its holder shall not interfere in any material respect with the use of the real property subject to such easement, right- of-way or other access right by the owner thereof. 2. Seller Retained Rights. With respect to any Property sold by Seller to Buyer hereunder (including, without limitation, the Wind Property and the Solar Property), Seller shall retain and the conveyed Property shall exclude: (a) Excluded Mineral Rights. All rights to minerals located 500 feet or more below the surface of the conveyed land (the "Excluded Mineral Rights"); provided, however, that Buyer shall acquire, and the Excluded Mineral Rights and the Excluded Subsurface Water (as defined below) shall not include, the right to use whatever geological features, if any, in or under the conveyed land that are useful for the storage of compressed gasses and designated from time to time by Buyer (the "Geological Features Right"). (b) Excluded Subsurface Water. All rights to any subsurface water located 500 feet or more below the surface of the conveyed land to the extent such water is in excess of any subsurface water to be used by Buyer (or its successors and assigns) on or adjacent to the conveyed land (the "Excluded Subsurface Water"). (c) Seller Retained Transmission Easements. Easements appurtenant to and benefiting the. Southern Rudnick Property located in, over, across and through a portion of the conveyed land (i) to permit Seller to access and use electric power transmission lines of LADWP, SCE and any other applicable Transmission Owner and (ii) to permit any other Permissible Uses, in each case in a manner that is consistent with the Access Requirements all as set forth in this clause (c) (collectively, the "Seller Retained Transmission Easements"). (i) On the Closing Date, Buyer shall record in favor of Seller a transmission easement agreement substantially. in the form of Exhibit P attached hereto (the "Seller Retained General Transmission Easement Agreement') encumbering the Wind Land providing for rights substantially as set forth in this clause (c). The purpose of the Seller Retained General Transmission Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Transmission Easement (as defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the Seller Retained Specific Transmission Easement Agreement. If the Seller Retained Specific Transmission Easement Agreement (as defined 9 LA\1906082.6 below) has not been executed and recorded on or before the Solar Permitting Date for reasons other than Buyer's default, the Seller Retained General Transmission Easement Agreement shall expire and be of no further force or effect, and Seller shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Buyer to release the Seller Retained General Transmission Easement Agreement. "Solar Permitting Date" means the date as of which Seller has obtained final and nonappealable environmental clearances and project entitlements for the solar project proposed by Seller in its initial application for entitlements, including transmission lines to serve the same (the "Solar Project"), provided that Seller shall submit such initial application no later than the second anniversary after the earlier of the Option Closing Date or the expiration of the Option (as hereinafter defined) and shall pursue the issuance of such clearances and entitlements with reasonable diligence, (ii) After the Effective Date (and after the Closing Date if not determined prior to the Closing Date), Buyer and Seller shall cooperate to determine a preferred, specific route for the Seller Retained Transmission Easements (the "Seller Retained Specific Transmission Easement Route"). Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Transmission Easement Route (the "Seller Retained Specific Transmission Easement Agreement"), which agreement shall contain provisions and permit uses substantially identical to those in the standard form of LADWP or SCE Easements (as applicable) and permit Permissible Uses, provided that (A) the width of the corridor specified by the Seller Retained Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the Seller Retained Specific Transmission Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Transmission Easement Agreement (the "Seller Retained Specific Transmission Easement") or to install roads, utilities, transmission lines or other •improvements parallel to or crossing the Seller Retained Specific Transmission Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement; (C) the Seller Retained Specific Transmission Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Transmission Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Transmission Easement; (D) the Seller Retained Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the standard form LADWP and SCE easements for transmission lines, in no event shall the holder of the Seller Retained Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Transmission Easement or to serve transmission functions. 10 LA\1906082.6 (iii) From and after the recording of the Seller Retained Specific Transmission Easement Agreement until the third -anniversary of the earlier to occur of (a) the date that Buyer notifies Seller in writing that it will not exercise the Option or (b) the date that the Option lapses in accordance with its terms, Seller shall have (x) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP, (y) a one-time right to designate an alternate "route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other. Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Seller to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Seller, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Buyer shall, at the request of Seller, amend the Seller Retained Specific Transmission Easement Agreement for re- recording to an alternate route designated by Seller and subject to Buyer's approval, which approval shall not be unreasonably withheld. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Transmission Easement Agreement in accordance with this clause (iii). From time to time, Seller may also request minor amendments to. the Seller Retained Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive), including, without limitation, amendments to amend the exact location of the Seller Retained Specific Transmission Easement Route. Buyer hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Seller's right to designate an alternate route for the Seller Retained Specific Transmission Easement Route pursuant to the first sentence of this clause (iii). (iv) At any time after the Closing Date, Buyer may request Seller to amend the Seller Retained Specific Transmission Easement Agreement to exclude any portions of the Wind Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Transmission Easement could not lie upon the requested portion of the Wind Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Transmission Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested amendment to the Seller Retained Specific Transmission Basement Agreement in accordance with this clause (iv). 11 LA\1906082.6 (v) (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with LADWP as provided in clause (iii) above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the conveyed land that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to SCE over the Seller Retained Specific Transmission Easement or the recording of an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with SCE as provided in clause (iii) above, Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement with respect to that portion of the conveyed land that had only been included thereon for purposes of providing an alternate route for connection to SCE. If Seller has not exercised its one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) above by the date that the releases described in clauses (a) and (b) of this clause (v) have occurred, then Seller's one-time right to designate an alternate route for the Seller Retained Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) above shall terminate and Seller shall, upon request of Buyer, release and reconvey the Seller Retained General Transmission Easement Agreement in its entirety. (vi) Except as provided in the last sentence of clause (iii) above, the use of the Seller Retained Transmission Easements shall be at no additional cost paid by Seller to Buyer; provided that nothing in this clause (vi) shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. (vii) If and to the extent that Buyer acquires the Solar Land in accordance with Section 12 hereof, Buyer and Seller shall cooperate to determine .a preferred route for the Seller Retained Transmission Easements on the Solar Land and Buyer shall, at the request of Seller; further amend the Seller Retained Specific Transmission Easement to encumber a portion of the Solar Land. Seller hereby acknowledges that the area available for Seller Retained Transmission Easements on the Solar Land might be significantly more limited than Seller Retained Transmission Easements on the Wind Land, given the nature of solar projects and their typical design to significantly cover a given parcel 12 LA\1906082.6 (viii) (A) Request for Joint Project. Buyer agrees to give Seller periodic updates from time to time as appropriate regarding Buyer's proposed design, environmental review, permitting, equipment procurement and construction for any generation tie -lines or substations Buyer intends to develop to serve the Property (`Buyer Facilities") and Buyer's timelines for making decisions with respect to development of the Buyer Facilities. Seller may request Buyer to undertake the development of the Buyer Facilities instead as a joint project (the "Joint Project") with Seller to design, construct, own and operate a generation tie - line and related facilities including substations (the "Joint Facilities") to serve Buyer and to connect projects Seller may propose to construct on Seller's retained solar lands (including the Solar Property to the extent the Option is not exercised) with one or more of LADWP, SCE and one other Transmission Owner. The Joint Facilities do not include generation tie -lines or substations that only serve Buyer or Seller. (B) Reasonable Approval. Buyer agrees to reasonably consider Seller's request for a Joint Project. Buyer shall not be obligated to undertake a Joint Project with Seller if Buyer has a reasonable basis for declining such request; however, if Buyer's reasonable basis for declining such request can be mitigated by making the approval subject to some condition or requirement, then Buyer shall do so rather than withholding consent altogether. Moreover, Buyer shall be reasonable in determining what conditions or requirements to impose. Buyer does not presently know all the relevant circumstances that will prevail when it is seeking to develop its projects. Without implying that the following are the only reasonable conditions or that such conditions can fully mitigate reasonable objections in a given setting, Buyer may condition its approval upon: (1) Seller committing to pay its pro rata share of the costs of the Joint Facilities, including capital and operating expenses, subject to the provisions below with respect to a Staged Project, (2) Seller providing appropriate financial assurances and collateral for it's financial obligations respecting the Joint Facilities, (3) Buyer obtaining the approval of an applicable Transmission Owner to the extent such Transmission Owner owns (or will have a right to own) any Joint Facilities, (4) Buyer reasonably concluding that the joint undertaking will not cost Buyer more than what Buyer would otherwise incur for facilities to serve its projects, and (5) there being no anticipated adverse regulatory effect (including without limitation under the Federal Power Act) on Buyer in the reasonable judgment of Buyer or on the Transmission Owner or any of Buyer's off -takers in the good faith judgment of the affected party (other than Buyer). To the extent evaluating some of the foregoing factors may be dependent upon Buyer having reached an agreement with one or more Transmission Owners or off -takers, Buyer may delay replying to Seller's request while Seller seeks to reach such agreements. (C) StagedProjects. Seller has informed Buyer that it may not want to commence use of the Joint Facilities as early as Buyer may choose to do so and, accordingly, that Seller may want Buyer to construct the Joint Facilities in a manner that would allow a later upgrade to accommodate the use by Seller (a "Staged Project"). Specifically, a Staged Project may include a design for the 13 LA\1906082.6 initial construction to include specification for certain facilities (such as tower sizes and number of pole attachments) to accommodate an upgrade for use by Seller (the "Seller Upgrade Capacity') that would be over built in relation to both what Buyer would use when the facilities commenced commercial operation and what Buyer would design for future upgrades for itself. Buyer agrees not to unreasonably withhold its consent to undertaking a Staged Project with Seller. In addition to the factors set forth above in clause (B), such consent may be conditioned upon: (1) Seller committing to pay on a current basis the then current cost of the Seller Upgrade Capacity; (2) upon the implementation of the improvements to make use of the Seller Upgrade Capacity, Seller committing to pay (x) its pro rata share of all previously incurred capital costs of the Joint Facilities (i.e., not including the capital costs in clause (y) below) minus what it had previously paid pursuant to clause (1) and (y) all capital costs to implement the upgrade and (3) Seller committing to pay, from and after the date of any commercial operation of any portion of the Joint Facilities for use by Seller, Seller's full pro rata share of the operating expenses of the Joint Facilities. (d) Seller Retained Miscellaneous Easements. Easements appurtenant to and benefiting the Southern Rudnick Property located in, over, across and through a portion of the Wind Land to permit Seller (i) to exploit the Excluded Mineral Rights and the Excluded Subsurface Water and (ii) to access and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this clause (d) (collectively, the "Seller Retained Miscellaneous Easements" and, together with the Seller Retained Transmission Easements, collectively, the "Seller Retained Easements"), but only to the extent that any such access cannot reasonably be provided (including taking into account the materially increased costs to Seller resulting from using the Southern Rudnick Property to exploit the Excluded Mineral Rightsp and the Excluded Subsurface Water or construction of roads on the Southern Rudnick Property over the costs that would be incurred from using the Wind Land) on the Southern Rudnick Property or within or adjacent to the Seller Retained Specific Transmission Easement Route. (i) On the Closing Date, Buyer shall record in favor of Seller an easement agreement substantially in the form of Exhibit Q attached hereto (the "Seller Retained General Miscellaneous Easement Agreement") encumbering the Wind Land providing for rights substantially as set forth in this clause (d). The purpose of the Seller Retained General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the Seller Retained Specific Miscellaneous Easement (as defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Seller shall not have any right to use the easement created pursuant to the Seller Retained General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the Seller Retained Specific Miscellaneous Easement Agreement. Seller shall take all commercially reasonable steps to minimize the surface impact, including without limitation directional drilling. The rights of Seller under this clause (d) shall be in lieu of 14 LA\1906082.6 and not in addition to any rights of access implied by law, which rights are waived. (ii) From time to time after the Closing Date, Buyer and Seller shall cooperate to determine specific locations for the Seller Retained Miscellaneous Easements (the "Seller Retained Specific Miscellaneous Easement Locations"). Prior to designating such Seller Retained Specific Miscellaneous Easement Locations, Buyer shall be afforded a period not to exceed one hundred twenty (120) days to perform geological and other studies and investigations for purposes of assessing whether the Seller Retained Specific Miscellaneous Easement Locations would materially interfere with Buyer's right to exploit the Geological Features Right. If and to the extent that Buyer reasonably determines that such proposed action would materially interfere with its right to exploit the Geological Features Right, Seller and Buyer shall cooperate to designate an alternate preferred route for the Seller Retained Specific Miscellaneous Easement Locations, recognizing that the Geological Features Right is superior to the Excluded Mineral Rights and Excluded Subsurface Water. Buyer and Seller shall negotiate, execute and record an easement agreement for the Seller Retained Specific Miscellaneous Easement Locations (the "Seller Retained Specific Miscellaneous Easement Agreement"), which agreement shall, among other things, contain provisions and permit uses substantially identical to those in the standard form LADWP and SCE easements for water lines and related facilities, including rights of ingress and egress to construct, use or maintain any roads to serve the water lines and related facilities, provided that (A) the width of the corridor specified by the Seller Retained Specific Miscellaneous Easement Agreement shall not exceed the industry standard for the type of water line at issue; (B) the Seller Retained Specific Miscellaneous Easement Agreement shall not restrict Buyer's right to cross the easement created pursuant to the Seller Retained Specific Miscellaneous Easement Agreement (the "Seller Retained Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the Seller Retained Specific Miscellaneous Easement, unless the foregoing would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement; (C) the Seller Retained Specific Miscellaneous Easement Agreement shall allow Buyer and its agents to use any access, maintenance or patrol roads installed on or serving the Seller Retained Specific Miscellaneous Easement unless such use would materially interfere with Seller's intended use of the Seller Retained Specific Miscellaneous Easement; (D) the Seller Retained Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (except that, subject to clause (C), Buyer shall be entitled in any event to use any roads or accessways installed by Seller); and (E) regardless of the terms of the standard form LADWP and SCE easements for water lines, in no event shall the holder of the Seller Retained Specific Miscellaneous Easement use the same for cellular or other .telecommunications purposes except to serve solely the benefited property of the Seller Retained Specific Miscellaneous Easement. 15 LA\1906082.6 (iii) At any time following the second anniversary of the Closing Date, Buyer may request Seller to amend the Seller Retained Specific Miscellaneous Easement Agreement to exclude any portions of the Wind Land on which Buyer will be constructing improvements or as to which Buyer otherwise has a need to clarify that the Seller Retained Specific Miscellaneous Easement could not lie upon the requested portion of the Wind Land. If the requested amendment would not unreasonably burden Seller's potential routes for and intended uses of the Seller Retained Specific Miscellaneous Easement, Seller shall consent to such request and execute an appropriate amendment in recordable form. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller in connection with documenting and analyzing any requested. amendment to the Seller Retained Specific Miscellaneous Easement Agreement in accordance with this clause (iii). (iv) The use of the Seller Retained Miscellaneous Easements shall be at no additional cost paid by Seller to Buyer; provided that nothing in this clause (iv) shall limit Seller's obligation to satisfy any indemnity obligation as part of the Access Requirements. (v) If and to the extent that Buyer acquires the Solar Land in accordance with Section 12 hereof, Buyer and Seller shall cooperate to determine locations for the Seller Retained Miscellaneous Easements on the Solar Land and Buyer shall, at the request of Seller, further amend the Seller Retained Specific Miscellaneous Easement to encumber a portion of the Solar Land. Seller hereby acknowledges that the area available for Seller Retained Miscellaneous Easements on the Solar Land might be significantly more limited than Seller Retained Miscellaneous Easements on the Wind Land, given the nature of solar projects and their typical design to significantly cover a given parcel. (f) Seller Retained License. An irrevocable, non-exclusive license to access the Wind Land for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating (x) Seller's development of the Southern Rudnick Property and (y) Seller's exploitation of the Excluded Mineral Rights and Excluded Subsurface Water, in each case in a manner that is consistent with the Access Requirements. Seller shall provide Buyer a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the Wind Land. (g) Exchanges of Land. In the event that either Party (the "Exchanging Party") exchanges a fee simple interest in parcels with the BLM (as defined below) or other landowners in the immediate vicinity of the Property so as to consolidate or otherwise benefit such Exchanging Party's use of its land, the Exchanging Party shall have the right to require the other Party to execute and record instruments transferring the benefit of any easement or license retained by the Exchanging Party hereunder (whether relating to the Wind Property or the Solar Property) to the land newly acquired by the Exchanging Party, provided the Exchanging Party shall release the land conveyed to the BLM or such other landowners in exchange with respect to such easements or licenses. 16 LA\1906082.6 3. Purchase Price. 3.1. Amount. The purchase price for the Wind Property is (i) Forty -Two Million Dollars ($42,000,000.00) (the "Base Purchase Price") plus (ii) a deferred purchase price in an amount to be determined in accordance with paragraph (a) of Annex A (the "Deferred Wind Purchase Price"). The Deferred Wind Purchase Price and the Deferred Solar Purchase Price are collectively referred to herein as the "Deferred Purchase Price". 3.2. Payment of Purchase Price. The Base Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at the Closing in cash by wire transfer of immediately available funds through escrow to a bank account designated by Seller in writing to Buyer prior to the Closing. The Deferred Wind Purchase Price shall be payable in the amounts and at the times designated in paragraph (a) of Annex A. 3.3. Deposit/Escrow Instructions. Buyer has deposited with Escrow Holder the sum of Four Million Dollars ($4,000,000.00) (the "Deposit") in good funds either by certified bank or cashier's check or by federal wire transfer. "Escrow Holder" shall be Commerce Escrow having its office at 1545 Wilshire Boulevard, Suite 600, Los Angeles, California 90017. Buyer has directed Escrow Holder to hold the Deposit in an interest -bearing account reasonably acceptable to Buyer. Buyer and Seller shall cooperate with each other and with Escrow Holder to execute supplemental escrow instructions for an escrow (the "Escrow") for the sale of the Wind Property, which escrow instructions shall provide that all interest accruing on the Deposit shall be paid to Buyer upon demand to Escrow Holder or, at Buyer's election, paid to Seller and credited to the Base Purchase Price upon the Closing. All interest accrued on the Deposit shall be deemed income of Buyer; and Buyer shall be responsible for the payment of all costs and fees imposed on the Deposit account. 3.4. Independent Contract Consideration. Seller acknowledges that Buyer has paid to it an amount equal to One Thousand Dollars ($1,000.00), which amount the Parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's. execution and delivery of this Agreement. Such consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, and is nonrefundable in any event. 4. Adjustments; Costs. 4.1. Adjustments. The following items shall be adjusted as of 12:01 a.m. on the Closing Date (defined below) (all of which net adjustments shall be to the amount payable by Buyer at closing), in the manner set forth below and, if not expressly set forth below, in accordance with the custom of the locality in which the Wind Property is located: (a) Current real estate and personal property taxes assessed against the Wind Property, and any water, sewer or other municipal (or quasi -municipal) improvement tax, charge or other assessment affecting the Wind Property; provided should any charge or assessment be undetermined on the Closing Date, the last determined charge or assessment shall be used for the purposes of this 17 LA\1906082.6 apportionment; provided further that any unpaid special assessments (whether assessed prior to, or after, the Closing date, but relating to the period prior to Closing) ("Excluded Special Assessments") for transfers occurring or for improvements completed, prior to the Closing Date shall be the responsibility of, and paid by, Seller; and provided further that that any supplemental real estate taxes and/or assessments against the Wind Property, which are levied within one (1) year after the Closing but which are applicable to the period of time prior to the Closing (collectively, the "Supplemental Taxes"), will remain the responsibility of Seller on and after the Closing, and Seller hereby agrees to reimburse Buyer for the amount of the Supplemental Taxes within thirty (30) days after Seller's receipt of Buyer's written demand therefor accompanied by the appropriate tax bill for the Supplemental Taxes, such obligation of Seller to survive the Closing. For clarification purposes, Seller shall not be responsible for any reassessment of the Wind Property due to the conveyance of the Wind Property to Buyer. (b) To the extent not payable directly by the Tenants under the Leases, water, electricity, gas and other utilities. (c) Interest earned on the Deposit which shall be a credit in favor of Buyer (d) Transferable annual permit, license and/or inspection fees, if any. (e) Monthly rents (guaranteed rents and charges for operating costs, real estate taxes, and other amounts), if any, of the Tenants under the Leases. Seller shall assign to Buyer Seller's right to cause the Trust to remain responsible for refund of any amounts of tenant charges overpaid for prior years and for the portion of the current year prior to the Closing Date, such obligation of Seller to survive the Closing. Rents and tenant charges in arrears shall not be adjusted but any such rent in arrears received within one (1) year after the Closing Date shall be paid to Seller (after deduction for any reasonable costs and expenses of collection of the same) but only after application of amounts received from the Tenant(s) are applied to all rent and tenant charges then due to Buyer from such Tenant(s), and then only to the extent the Tenant(s) is/are not in arrears on rents and/or tenant charges due after the Closing Date and it being understood and agreed that Buyer shall have no obligation to collect any of such rent or tenant charges in arrears. If Tenants are paying estimated operating costs and/or real estate taxes under the Leases, Buyer shall perform a reconciliation of such charges in accordance with the terms of the Leases and Seller shall be entitled to receive any underpayments attributable to Seller's period of ownership if and when collected by Buyer. Buyer shall be given a credit for the amount of any and all security and other deposits (including interest required under the Leases or by law) placed by or on behalf of Tenants. Seller shall not, after the Closing Date, initiate or pursue any action or any past due rent or other charge against any Tenant then currently occupying premises at the Wind Property without Buyer's consent. Seller's covenants and obligations contained in this clause (e) shall survive the Closing. 18 LA\1906082.6 (f) All other items customarily prorated and/or adjusted at closing in the locality in which the Wind Property is situated. 4.2. Recording Costs. The cost of recording the Deed (defined below) and documentary stamp, transfer (both County and City, if any) and recordation taxes shall be paid by Seller. 4.3. Escrow Fees. Escrow fees and charges shall be split by the parties; provided, however, if the Agreement is terminated due to a default by one party, the defaulting party shall pay all escrow fees and charges. 4.4. Title Policy. Seller shall pay that portion of the premium for the Title Policy (as defined below) attributable to CLTA coverage in the amount of the Base Purchase Price. Buyer shall pay any portion of the premium in excess of that which would have been charged for CLTA coverage (except that Seller, and not Buyer, shall pay the cost of endorsements and/or other title coverage accepted by Buyer as cures for Title Objections (as defined below) pursuant to Section 5.1 below). 4.5. Title Objections. Pursuant to Section 5.1, below, Seller shall eliminate any Title Objection(s) existing on the Closing Date that are monetary liens which can be eliminated by the payment of a sum of money, except for monetary liens created by or on behalf of Buyer. 4.6. Other Charges. All other costs of Closing shall be allocated between Seller and Buyer in accordance with custom in the locality in which the Wind Property is situated. 5. Title and Possession. 5.1. Title and Survey. Buyer has received a current preliminary title report (the "Title Report") with respect to the Property issued by Stewart Title Company ("Title Company"); and legible copies of all restrictive covenants, easements and other items listed as title exceptions therein. Buyer, at its cost, may obtain a survey (the "Survey") of the Property, and Seller promptly shall deliver to Buyer a true, complete and correct copy of any survey of the Property in Seller's possession or readily obtainable by Seller at no cost to Seller. In the event (a) any exceptions appear in the Title Report that are unacceptable to Buyer or (b) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Buyer (collectively, the "Title Objections"), Buyer may disapprove any of such items by providing to Seller notice of such Title Objections on or before the expiration of the Contingency Period (defined in Section 6 below), provided, however, that in the event the Title Report is amended or supplemented by Title Company during the Contingency Period, then Buyer shall have until the later of the last day of the Contingency Period or three (3) business days following Buyer's receipt of any such amended or supplemented Title Report to notify Seller of any disapproved item disclosed in the amended or supplemented Title Report. In the event Seller is unwilling to commit to eliminate all of the Title Objections to the satisfaction of Buyer within five (5) days after receipt by Seller of notice of the Title Objections, Buyer may terminate this Agreement by delivering notice thereof in writing to, 19 LA\1906082.6 Seller within three (3) business days after Seller's written notice to Buyer of Seller's unwillingness to cure one or more of such Title Objections; provided, however, that Seller shall be obligated in any event to eliminate on or prior to Closing any Title Objection(s) that are monetary liens created by Seller that can be eliminated by the payment of a sum of money, except that Seller shall not be obligated to eliminate liens created by or on behalf of Buyer. If Buyer terminates this Agreement pursuant to its rights set forth in the preceding sentence, all sums deposited on account of this Agreement (together with all interest earned), shall be promptly (within five (5) days) returned by Escrow Agent to Buyer and neither party shall have any further obligations under this Agreement. As used in this Agreement with respect to Buyer's Title Objections, the term "eliminate" shall mean that Seller shall either (a) pay off or otherwise terminate of record the Title Objections, or (ii) Seller or Buyer shall have obtained the commitment of Title Company to insure Buyer's title to the Property without exception for such Title Objections. 5.2. Delivery of Title. As a condition precedent for Buyer's benefit, good, marketable and insurable fee simple title in and to the Wind Property shall be conveyed to Buyer at Closing by grant deed (the "Deed"), in the form of Exhibit C, free and clear of all liens, encumbrances, conditions, covenants, easements, restrictions and other exceptions and objections, except the following (collectively referred to as the "Permitted Exceptions"): (i) any title and/or Survey exceptions appearing in the Title Report and not disapproved by Buyer pursuant to Section 5.1 above; (ii) non -delinquent real property taxes (other than Excluded Special Assessments) of the locality in which the Wind Property is located which are attributable, which shall be prorated in accordance with Section 4.1(a); (iii) any Leases approved by Buyer pursuant to Section 6 below; (iv) any governmental restrictions or requirements, whether or not recorded; or (v) any documents recorded pursuant to this Agreement. The above - described title to. the Wind Property to be conveyed to Buyer may hereinafter be referred to as "Title". 5.3. Condition of Title. Not in limitation nor in breach of the terms of this Agreement, Seller shall be conclusively deemed unable to convey good and marketable Title to the Wind Property pursuant to this Agreement in the event Buyer's title insurance company is unwilling to issue, at regular rates and without collateral support in the form of guarantees, escrows, etc., an ALTA owner's title insurance policy in the amount of the Base Purchase Price and with such endorsements as Buyer may request within the applicable time frame set forth in Section 5.1 above for the approval of title matters, insuring good and marketable title to the Wind Property in Buyer or its assignee or nominee, as of the date of recording the Grant Deed to be delivered at closing, without exceptions other than the Permitted Exceptions (the "Title Policy'). Notwithstanding the foregoing, Buyer shall make all arrangements with Title Company prior to the expiration of the Contingency Period regarding the form of the Title Policy and/or endorsements, Title Company's willingness to issue the Title Policy without a Survey, the inclusion of coverage of the Option described in Section 12, and all aspects of Title, and if Buyer proceeds with the acquisition after the expiration of the Contingency Period, no (i) change in Title due to Title Company's change in the form of Title Policy or endorsements, (ii) failure on the part of Title Company to include coverage of the Option, or (iii) unwillingness on the part of Title Company to issue the Title Policy without a Survey, shall constitute a failure to satisfy the condition precedent described in Section 5.2. 20 LA\1906082.6 For purposes of clarification, and notwithstanding anything to the contrary set forth in this Section 5.3, the condition precedent described in this Section 5.3 shall be satisfied, and Seller shall conclusively be deemed able to convey good and marketable Title to the Wind Property pursuant to this Agreement, in the event that Buyer receives at Closing: (a) an ALTA Extended Owner's Policy (6/17/06) (i) in the amount of the Base Purchase Price; (ii) showing good and indefeasible title to the Wind Land and good and indefeasible title to the easements in that portion of the Rudnick Property described on Exhibit A-1 attached hereto or the entire Southern Rudnick Property (the "Easement Parcels"), as applicable, vested in Buyer, as the insured party thereunder, and insuring good and indefeasible title to the fee estate in the Wind Land, and good and indefeasible title to the Easement Parcels, subject only to those exceptions shown on the preliminary title report attached hereto as Exhibit R (excluding those exceptions crossed out therein, and with such changes shown thereon, if any), and including the endorsements attached thereto or requested therein; (iii) from Title Company, and (iv) at regular rates and without collateral support in the form of guarantees, escrows, etc.; and (b) an ALTA standard coverage optionee's policy, (i) in the amount of $8,750,000; (ii) showing good and indefeasible title to the Option with respect to the Eligible Solar Land, vested in Buyer, as the insured party thereunder, and insuring good and indefeasible title to the Option with respect to the Eligible Solar Land, subject only to those exceptions shown on the preliminary title reports attached hereto as Exhibit S (excluding those exceptions crossed out therein, and with such changes shown thereon, if any), and including the endorsements attached thereto or requested therein; (iii) from Title Company, and (iv) at regular rates and without collateral support in the form of guarantees, escrows, etc. 5.4. Delivery of Possession. Seller shall deliver full possession of the Wind Property, free from all tenants and occupants (other than the Tenants pursuant to the Leases), to Buyer at closing. If Seller has delivered estoppels signed by such Tenants addressed to Seller confirming that each such Lease is month -to -month and such estoppels are otherwise acceptable to Buyer, Buyer agrees to accept such Tenants' occupancy. 6. Investigations and Other Contingencies. 6.1. Closing Under Rudnick Purchase Agreement. Seller's and Buyer's obligations to close hereunder shall be conditioned upon the occurrence of the closing under the Rudnick Purchase Agreement, as amended, modified or replaced. 6.2. Contingency Period. For purposes of this Section 6, the term "Contingency Period" shall have the meaning provided in the Vernon Purchase Agreement. The Parties acknowledge that the Contingency Period has expired and that Buyer has elected to proceed with the acquisition of the Wind Property, subject to satisfaction of all conditions precedent for the benefit of Buyer set forth herein. 6.3. Buyer's Investigations. At any time, and from time to time, during the period prior to the earlier to occur of the termination of this Agreement or Closing, Buyer shall 21 LA\ 1906082.6 have the right, at its sole cost and expense, personally or by such engineers, environmental consultants, surveyors, architects, or other such parties as Buyer shall designate, to review the Lease(s), to inspect, examine and conduct tests upon the Property and the Southern Rudnick Property, and the physical components thereof, and to inspect, review and/or test such other matters pertaining to the financial or other condition of the Property and the Southern Rudnick Property as Buyer may so desire (collectively, the "Investigations"). Such Investigations may include, without limitation, structural and engineering tests, environmental site analysis (including subsurface and asbestos investigation), conducting market studies and the like. Subject to the following sentence, Seller hereby grants Buyer unlimited access to the Property and the Southern Rudnick Property for the purpose of conducting such Investigations during the Contingency Period,, subject to the rights of tenants under leases encumbering such property. Seller agrees to cooperate with Buyer in expediting such Investigations (including joining with Buyer in any requests for information from governmental agencies, etc.), provided that (i) Buyer shall notify Seller or its representative (orally or in writing) of any entry upon the Property or the Southern Rudnick Property for the. purposes of conducting an Investigation at least seventy-two (72) hours prior thereof; (ii) Buyer shall not unreasonably interfere with Seller's or the Trust's use of the Property or the Southern Rudnick Property, and Buyer shall promptly restore the Property or the Southern Rudnick Property, as applicable, to substantially the condition that it was in before such Investigation; (iii) Buyer shall indemnify and hold harmless Seller and the Trust from any and all physical damages and/or injuries to the Property or the Southern Rudnick Property, as applicable, or to third persons to the extent caused by such Investigations; (iv) Buyer shall pay the costs and expenses of such Investigations; and (v) prior to entering upon the Property or the Southern Rudnick Property, Buyer shall provide Seller and, if requested by Seller, the Trust evidence of general liability insurance covering Buyer's activities on the Property or the Southern Rudnick Property, as applicable, with liability limits no less than Two Million Dollars ($2,000,000.00) per claim and in the aggregate naming each of Seller and the Trust as an,additional insured. Seller has delivered to Buyer, to the extent in Seller's possession or control, true, correct and complete copies of all leases encumbering the Property, including, without limitation, the Leases, a complete current rent roll with respect to the Property, operating statements for the Property (for the full three calendar years prior to the closing and for the current calendar year- to-date), all permits and certificates of occupancy for the Property and the Southern Rudnick Property, any building violation or fire/life safety violation notices issued by the city or county with respect to the Property, floor plans and square footage analyses for the Property (reduced size if available), existingplans and specifications for the Improvements, if any, current real estate tax bills and assessment notices, insurance bills and policies; vendors' contracts (including any leasing, management, maintenance or parking contracts and any broker leasing commission agreements relative to any unpaid current or future commissions), contracts relating to the design, construction, rehabilitation and/or modification of the Improvements (including, without limitation, any contracts with architects, engineers and consultants), sales reports (for the prior three (3) years) from the Tenant(s), if any, existing title reports (including any existing owner's policy) and surveys, tenant correspondence files, any existing environmental (Phase I or Phase II), asbestos, lead paint, structural, engineering, wind, geotechnical, and/or physical Inspection/condition reports and/or proposals regarding the Property and/or the Southern Rudnick Property, and other information concerning the Property and the Southern Rudnick Property Buyer may reasonably request (collectively, the "Property Documents"). Prior to the 22 LA\1906082.6 date hereof, Buyer acknowledges receipt of the Property Documents listed on Exhibit D attached hereto. Buyer acknowledges that Seller's ability to provide documents and information to Buyer is dependent on Seller's receipt of the same from the Trust and that the inclusion of the Trust's trustee or beneficiaries as direct or indirect owners of CIM Title Holder shall not be construed as giving Seller control or possession of documents and information not separately provided to Seller pursuant to the Rudnick Purchase Agreement. To assist Buyer's diligence efforts, Seller hereby agrees that Buyer may consult and meet with Seller's engineers, environmental consultants, surveyors, architects or other such parties as Buyer shall reasonably request (collectively, "Seller Consultants") to inquire about studies or other work performed by such Seller Consultants on the Property. Buyer hereby agrees (i) to pay or reimburse Seller for the time actually incurred by the Seller Consultants to consult and meet with Buyer, at the regularly hour rate of such Seller Consultants, and (ii) to pay or reimburse Seller for any actual, out-of-pocket expenses incurred by the Seller Consultants in connection with any such meeting. Seller further hereby agrees to permit Buyer to meet with officials of regulatory and other agencies (including, without limitation, officials of the BLM, Kern County, the U.S. Fish and Wildlife Service and/or the California Department of Fish and Game) regarding the Property. Buyer shall give Seller reasonable prior notice of any such meeting, and shall permit Seller to attend any such meeting with its representatives. The Parties hereby acknowledge that Buyer does not approve of any grazing leases encumbering the Property. Any grazing leases affecting the Property shall be negotiated between the Parties following the Closing Date if mutually desired. Notwithstanding anything to the contrary set forth in this Section 6.3, Buyer hereby acknowledges that it has satisfied itself concerning the Investigations described in this Section 6.3. 6.4. Buyer's Election to Proceed. If Buyer, in its sole, absolute and nonreviewable discretion, shall deem the results of its review of title and Survey matters pursuant to Section 5 and/or any or all Investigations described in Section 6.3 to be unsatisfactory for any reason or if Buyer for any reason or no reason at all elects not to proceed with the acquisition of the Wind Property, then Buyer shall deliver written notice to Seller ("Buyer's Election to Terminate") on or before the expiration of the Contingency Period and, by such notice, terminate this Agreement whereupon Escrow Agent shall promptly return to Buyer (within five (5) days) all sums deposited on account of this Agreement, including all interest earned, and neither party shall have any further rights or obligations under this Agreement. If Buyer does not timely deliver Buyer's Election to Terminate to Seller, the conditions of Section 6 of this Agreement shall be deemed satisfied and the entire Deposit shall become non- refundable unless the Closing fails to occur due to (i) a default by Seller or (ii) the failure of any condition precedent to Buyer's obligation to purchase the Wind Property. 6.5. As -is, Where -is, With All Faults. During the Contingency Period, Buyer shall have had an opportunity to review all aspects of the Property to its full and complete satisfaction. Except for Seller's express representations; -warranties and covenants contained herein, (a) Buyer has agreed to accept the Property "AS -IS, WHERE IS, AND WITH ALL FAULTS," and (b) Buyer unconditionally and completely releases Seller from any and all costs, 23 LA\1906082.6 EXECUTION VERSION liability, damage, injury, expense, cause of action, claims and liabilities of every nature now or hereafter arising (collectively, "Claims") with respect to the condition of the Property, including any such Claims that Buyer does not know or suspect to exist in its favor as of the Effective Date, which if known to Buyer would have materially affected Buyer's willingness to enter into this Agreement. Without making the foregoing release a general release, Buyer hereby waives Section 1542 of the California Civil Code, which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Buyer acknowledges that Buyer is represented by counsel and that Buyer understands the significance of executing this Agreement and the release of claims set forth above. Buyer's Initials: k, �a Except for the express representations and warranties of Seller set forth in this Agreement, Buyer acknowledges and agrees that Seller has made no warranties or representations of any nature whatsoever as to the Property. Except as expressly set forth in this Agreement, Seller disclaims any and all express or implied representations and warranties, and Buyer waives irrevocably all of same (including, but not limited to, the size of the Property, the zoning and current entitlements, the suitability of the Property for Buyer's intended use, the feasibility of additional entitlements, the effects of governmental restrictions, soils and geology conditions, access, ingress and egress, easements with respect to the Property, the presence of Contaminants (as defined in Section 9.3), condition of title, insurability and all other matters of any and every nature concerning the Property). 7. Conditions of Closing. 7.1. For Buyer. Buyer's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Buyer in its sole and absolute discretion): (a) Title to the Property shall be free from all encumbrances and defects other than the Permitted Exceptions, as provided in Section 5 hereof, and (subject to the last sentence of Section 5.3) Title Company has confirmed that, immediately upon the Closing, it will issue the Title Policy. (b) The conditions of Section 6 hereof shall have been satisfied; (c) Each and every representation and warranty of Seller set forth in Section 9.1 herein shall have been true when made, and shall be true at the date of closing in all material respects; 24 LA\1906082.6 (d) Seller shall have performed its obligations under this Agreement, and Seller shall be prepared to deliver full possession of the Wind Property in accordance with Section 5.4; (e) Seller shall have made all of the deliveries contemplated by Section 8.2.1 within the time periods specified in such Section; (f) Buyer shall have received from each Tenant required to execute an estoppel as required by Buyer, an estoppel certificate in the form of Exhibit E, executed by such Tenant, without material changes or additional notations and confirming the lease documentation with respect to such Tenant delivered to Buyer in accordance with Section 6.2 (or in the event that any Tenant will not deliver such an estoppel certificate, Buyer may elect to accept, in which case Seller shall be obligated to execute and deliver, certificate of representation. and warranty in substantially such form signed by the Trust or Seller (at Seller's election) instead of such Tenant); (g) Buyer shall have received from each party (other than Seller) to any reciprocal easement agreement, covenants, restrictions or similar documents encumbering the Property, an estoppel certificate in the form and substance reasonably satisfactory to Buyer, which shall, among other things, indicate whether any party to such documents (i) is in default thereunder; (ii) owes any money to any other party thereunder; and (iii) is obligated to perform any act which has not yet been performed. Seller shall provide Buyer with the most recent addresses known by Seller of the parties to any such documents so that Buyer may prepare the estoppel certificates. In the event that, despite Seller's commercially reasonable efforts, any such party will not deliver such an estoppel certificate, Seller shall satisfy this condition by delivering to Buyer a certificate of representation and warranty in substantially such form signed by the Trust or Seller (at Seller's election) instead of such party; and (h) Buyer shall have received a copy of all closing deliveries under the Rudnick Purchase Agreement. In the event any of the foregoing conditions are not fulfilled on or before the date set for closing, Buyer, at its option, may (subject to any rights Buyer may have under Section 14.2) either (i) elect to complete the transactions contemplated by this Agreement, including accepting such Title as Seller may convey (provided that, without limiting Seller's unconditional obligation to eliminate on or prior to closing any Title Objection(s) that are monetary liens that can be eliminated by the payment of a sum of money, Buyer may elect to have any Title Objection(s) that may be eliminated by the payment of a sum of money not in excess of the Base Purchase Price paid and eliminated at the closing from the net Base Purchase Price funds payable to Seller) or (ii) terminate this Agreement, whereupon Escrow Agent shall promptly return to Buyer (within five (5) days) all sums deposited on account of this Agreement, including all interest earned, and neither party shall have any further rights or obligations under this Agreement. 25 LA\1906082.6 7.2. For Seller. Seller's obligations to complete the transactions contemplated by this Agreement are subject to the timely satisfaction of all of the following conditions (each of which shall either be satisfied or waived by Seller in its sole and absolute discretion): (a) The conditions of Section 6 hereof shall have been satisfied; (b) Each and every representation and warranty of Buyer set forth in Section 9.2 herein shall have been true when made, and shall be true at the date of closing in all material respects; (c) Buyer shall have performed its obligations under this Agreement; and (d) Buyer shall have made all of the deliveries contemplated by Section 8.2.2 within the time periods specified in such Section. In the event any of the foregoing conditions are not fulfilled on or before the date set for closing, Seller, at its option, may terminate this Agreement and, if the failure of any of such conditions results from Buyer's breach of its obligations under this Agreement, retain the Deposit. Closing. 8.1. Closing Date. The closing of the transfer of Title to Buyer under this Agreement shall be held at the office of Escrow Agent or at such other place as the Parties hereto shall mutually agree, such closing to occur on or before October 17, 2008, or such other date as the Parties hereto shall mutually agree; provided, however, that Buyer shall not be obligated to close after March 31, 2009, unless any delay past such date is due to Buyer's inaction or actions that are not in compliance with this Agreement. (The date on which such closing of title shall take place is herein sometimes referred to as the "Closing ate". The terms "closing," "Closing," "closing of title," and words of similar import are used interchangeably in this Agreement, as the context may require, to mean the recordation of the Deed.) Buyer and Seller shall endeavor in good faith to have the closing occur by "mail," without the necessity for personal appearance by the parties. 8.2. Deliveries. 8.2.1 B. Ste. At least two (2) business days prior to closing, Seller, at its sole cost and expense, shall, in addition to any other documents required under this Agreement, deliver to Escrow Agent, in form and content reasonably acceptable to counsel for Buyer: (i) The Deed conveying to Buyer or its assignee or designee Title to the Wind Property as described in Section 4 hereof, together with a separate statement (not to be recorded) of documentary transfer tax dated as of the date of closing and signed by Seller or its representative stating the applicable conveyance and transfer taxes; (ii) An affidavit of Seller dated as of the date of closing as customarily required by Buyer's title insurance company, addressed to such title insurance 26 LA\1906082.6 company and Buyer, certifying that (a) no services have been performed or materials supplied with respect to the Wind Property during the period preceding the date of closing for which, under local law, lien rights may exist (or waivers of mechanics' liens in the event any work shall have been performed or materials delivered within said period, unless in connection with any Investigation of the Wind Property undertaken by or on behalf of Buyer prior to the date of closing), and (b) no tenants or other parties are in or claim or assert rights to possession of the Wind Property, other than the Tenants pursuant to the Leases. (iii) A certification of Seller, dated as of the date of closing, addressed to Buyer, that all representations and warranties of Seller in this Agreement remain true and complete, that, to the best of Seller's knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any respect, and that Seller has performed all of its material obligations required by it to be performed pursuant to this Agreement prior to and during the Closing Date; (iv) Such affidavits as may be customarily and reasonably required by Title Company; (v) An IRS Form 1099-B with respect to the proceeds of the closing transaction; (vi) All original Leases (or a certified true copy) and Tenant correspondence files, and all keys, security codes, maintenance records, plans, permits, certificates of occupancy, surveys and building specifications pertaining to the Property which Seller possesses, or to which Seller has access, as of the time of closing, provided, however, that Seller may deliver such items outside of escrow directly to Buyer upon the Closing; (vii) An assignment in the form of Exhibit F; (viii) A notice to each of the Tenants, each in the form of Exhibit G; (ix) Other documents that may reasonably be required by Buyer, Title Company and/or Escrow agent to close the purchase and sale of the Wind Property in accordance with this Agreement; (x) A fully -executed and acknowledged Memorandum of Purchase and Sale Agreement in the form of Exhibit J attached hereto, to be recorded against the Wind Land; and (xi) A fully -executed and acknowledged Memorandum of Option in the form of Exhibit M attached hereto, to be recorded against the Eligible Solar Land. 8.2.2 By Buyer. At least two (2) business days prior to Closing, Buyer, at its sole cost and expense, shall, in addition to any other documents required under this 27 LA\1906082.6 Agreement, deliver to Escrow Agent, in form and content reasonably acceptable to counsel for Seller: (i) A certification of Buyer, dated as of the date of closing, addressed to Seller, that all representations and warranties of Buyer in this Agreement remain true and complete and that, to the best of Buyer's knowledge, no facts exist which would make such representations or warranties misleading or incomplete in any respect, and that Buyer has performed all of its material obligations required by it to be performed pursuant to this Agreement prior to and during the Closing Date; (ii) An assignment in the form of Exhibit F; (iii) Other documents that may reasonably be required by Buyer, Title Company and/or Escrow agent to close the purchase and sale of the Wind Property in accordance with this Agreement; (iv) A fully -executed and acknowledged Memorandum of Purchase and Sale Agreement in the form of Exhibit J attached hereto, to be recorded against the Wind Land; and (v) A fully -executed and acknowledged Memorandum of Option in the form of Exhibit M attached hereto, to be recorded against the Eligible Solar Land. 9. Representations and Covenants. 9.1. By Seller. Seller hereby represents and warrants as to the following matters, each of which is so warranted to be true and correct as of the date hereof; and also to be true and correct as of the Closing Date, which truth and correctness, in addition, shall be a condition precedent to Buyer's obligation to close the transaction contemplated hereby; (i) Seller is a limited liability company duly organized and existing under and by virtue of the laws of the State of Delaware. Seller has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated by this Agreement. The person signing this Agreement on behalf of Seller is authorized to do so. (ii) Subject to Section 6.1, upon acquisition of the Property from the Trust, the Seller shall have full right and title (x) to convey the Wind Property and no other persons or entities. are required to consent to or join in the instrument of conveyance to convey Title to Buyer and (y) to grant the Option with respect to the Eligible Solar Land. To the extent any Tenant or any other party has any such right, each such Tenant or party has irrevocably waived all right to acquire the Wind Property as it relates to the sale to Buyer. .There are no tenancies or claims of tenancies or possession affecting the Wind Property other than the Tenants pursuant to the Leases. Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Wind Property, except pursuant to the Leases. 28 LA\1906082.6 (iii) The Property is free and clear of all liens and encumbrances, except the Permitted Exceptions. To the best of Seller's knowledge, there are no outstanding, uncured notices of (and Seller has no knowledge of) violations of law or applicable regulations, ordinances or codes affecting the Property. (iv) Seller is a California "resident", if an individual, or has a ."permanent place of business in California," of an entity, as such terms are defined in Section 18805 of the California Tax and Revenue Code, and Seller is not a "foreign person" as defined in the Foreign Investment in Real Property Tax Act, 26 U.S.C. 1445(F)(3). Seller agrees to execute one or more affidavits to that effect, in such form as Buyer reasonably may require; including Seller's federal tax identification number, prior to closing. (v) Except as disclosed in writing to Buyer, Seller has not received notice of any condemnation proceeding against the whole or any part of the Property, and is not aware of any proposed or contemplated exercise of eminent domain with respect to the Property or any portion thereof, or private purchase and sale in lieu thereof. (vi) To the best of Seller's knowledge, the Property and each portion thereof is in full compliance with any restrictive covenants for Seller's and any tenant's present use of the Property. (vii) Except as set forth in Exhibit H and the Title Report, Seller has never received, and has no knowledge that the previous owner(s) of the Property have ever received, a citation or notice for violating any Environmental Laws (as defined below), with respect to all or any proportion of the Property and/or any business conducted upon the Property, nor has Seller any knowledge or reason to believe there exist any Contaminants (as defined below) upon the Property and, more particularly, to the best of Seller's knowledge and belief, except as set forth in Exhibit H no owner or occupant of the Property has ever caused any discharge, release, spillage, loss, seepage or filtration of Contaminants from or on the Property (and there has been no determination by any governmental agency or any court of law that any owner or occupant of the Property has ever caused any such discharge, release, spillage, loss, seepage or filtration.) Exhibit H and the Title Report contain a list of all environmental reports and notices with respect to the Property or any portion thereof which Seller is aware. To the best of Seller's knowledge and belief, there are no underground or aboveground storage tanks at the Property. (viii) Each Lease is in full force and effect and, except as set forth in the estoppel certificates to be delivered pursuant to Section 8.2, unmodified. Seller has performed all obligations (including any obligations to perform work or pay construction and/or improvement allowances) and is not in default under any such Lease. Seller has no knowledge of any defaults by any Tenant under any Lease. All brokerage commissions, fees and other compensation 29 LA\1906082.6 and remuneration in connection with each Lease (including with respect to the future exercise of any option to extend, renew and/or expand) have been (or will have been, as of the closing date) paid in full. (ix) To the best of Seller's knowledge, Seller has received no written notice that any Tenant is the subject of a bankruptcy or insolvency proceeding. (x) Seller is not the subject of a bankruptcy, insolvency or probate proceeding. (xi) The copy of each document delivered or to be delivered (as applicable) to Buyer in accordance with Section 6.3 is 6t shall be a true, correct and complete copy of each such document. Seller has not agreed to any modifications or waivers, whether orally or in writing, with respect to any such document, other than written modifications, which have been or shall be delivered in accordance with Section 6.3. (xii) Other than the Leases and any other contracts (including any leasing, management and maintenance contracts) delivered to Buyer in accordance with Section 6, Seller has not agreed to any modifications or waivers, whether orally or in writing, other than written modifications which shall be delivered in accordance with Section 6.3); Seller has no knowledge of, and has not entered into, any lease, tenancy, occupancy or service agreement or any other agreement that will affect the Property after the Closing. (xiii) To the best of Seller's knowledge, there are no persons employed in connection with the management, operation or maintenance of the Wind Property who cannot be terminated as of the Closing and there are no persons employed in connection with the management, operation or maintenance of the Eligible Solar Land who cannot be terminated as of the Option Closing Date. (xiv) No notice has been either received or delivered by Seller or any other party regarding any outstanding default or breach under any of the Leases or any of the vendors' contracts described in Section 9.1(xii) above, which has not been cured in full. (xv) To the best of Seller's knowledge, the Trust has obtained and is keeping, and until Closing will keep, in full force and effect all licenses required by law in connection with the ownership or operation of the Property. (xvi) To the best of Seller's knowledge and belief, there are no pending or threatened lawsuits or proceedings concerning the whole or any part of the Property or any tenant on the Property. (xvii) To Seller's knowledge (after reasonable investigation), the materials to be delivered to Buyer pursuant to Section 6.3 above (including, without limitation, the historical financial information and operating information 30 LA\1906082.6 regarding the Property operations) shall represent true, correct and complete copies of all of the documents described in said section. For purposes hereof, `.`To Seller's best knowledge" or "to Seller's knowledge" or similar language shall mean to the best actual knowledge of up to 4 persons affiliated with Seller (other than principals or employees of CIM Group, Inc.) designated by Buyer that comprise the persons most likely to be most knowledgable regarding the Property., without duty to investigate or inquire. 9.2. By Buy. Buyer hereby represents and warrants as to the following matters, each of which is so warranted to be true and correct as of the date hereof, and also to be true and correct as of the Closing Date, which truth and correctness, in addition, shall be a condition precedent to Seller's obligation to close the transaction contemplated hereby: (i) Buyer is a chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter. Buyer has full legal power and authority to enter into and perform this Agreement in accordance with its terms. The person signing this Agreement on behalf of Buyer is authorized to do so. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforcement may be affected by bankruptcy, insolvency and other laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all documents in connection therewith are not in contravention of or in conflict with any agreement or undertaking to which Buyer is a party or by which Buyer may be bound or affected. (ii) The execution and delivery of this Agreement and the payment and performance by Buyer of its payments and obligations hereunder require no further action or approval in order to constitute this Agreement as a binding and enforceable obligation of Buyer and all such actions have. been duly taken by Buyer. (iii) Buyer's financial resources are adequate to consummate the transaction contemplated hereby in accordance with the time limits set forth herein. (iv) Except for the express representations, warranties and covenants of Seller set forth in this Agreement, the consummation of this transaction shall constitute Buyer's acknowledgement that it has independently inspected and investigated the Property and has made and entered into this Agreement based upon such inspection and investigation and its own examination of the condition of the Property, both directly and through Buyer's independent contractors, agents and representatives. Except for the express representations, warranties and covenants of Seller set forth in this Agreement, upon Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's 31 LA\1906082.6 investigations, and, except for Seller's express representations, warranties and covenants contained herein, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Seller from and against any and all claims, demands, liability, causes of action with respect to the condition of the Property, including such for toxic torts or other such environmental claims, losses, damages, costs and expenses (including attorneys' fees and court costs) of each and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller (and Seller's members, officers, managers, attorneys, agents or representatives) at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property. 9.3. Definitions. For purposes of this Agreement, the following terms have the meanings described in them below: (a) "Contaminants" means any pollutants, hazardous or toxic substances or wastes, or contaminated materials including oil and oil products, asbestos, PCBs, urea formaldehyde and all other materials and substances designated or regulated as hazardous or toxic substances or wastes, pollutants or contaminated materials under any Environmental Law. (b) "Environmental Laws" means the Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Superfund Amendment and Reauthorization Act, the Toxic Substances Control Act, the Occupational Safety and Health Act, the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code §§25300-25395), the Hazardous Waste Contract Law (California Health and Safety Code §§26100-25250.25) and all other Federal, State or local environmental statutes, rules and regulations as enacted or amended from time to time and all licenses, permits, certificates or like authorizations promulgated under any of the foregoing. 9.4. Leasing Commissions. Seller shall satisfy and discharge all leasing commissions and fees (whether or not due and payable, whether fixed or contingent and whether due with respect to options or renewals) with respect to the Leases and the Property. 10. Seller's Covenants. 10.1. Conduct Pending Closing. During the period of time following the Effective Date and on or prior to the Closing Date: (a) Seller shall not consent to any liens, attachments or other encumbrances being placed, filed or recorded against the Property or any portion thereof by the Trust or any other person on entity; (b) Seller shall not consent to the Trust failing to maintain the Property (including all buildings and grounds) in their usual and normal condition, and as required pursuant to the Leases and other agreements affecting the Property; (c) Seller shall satisfy and discharge all leasing commissions and fees (whether or not due and 32 LA\1906082.6 payable, whether fixed or contingent and whether due with respect to options or renewals) with respect to any Lease and the Wind Property for which Seller is responsible; (d) Seller shall not consent to any modification, amendment or termination of any Lease or other agreement affecting the Wind Property, or the grant of any concessions thereunder, by the Trust, or consent to the Trust entering into new leases or agreements affecting the Wind Property or any part thereof without the prior written consent of Buyer; (e) Seller not shall not consent to the Trust failing to perform any of the obligations required to be performed by it under any of the Leases and the other agreements affecting the Property; and (f) Seller shall give Buyer immediate notice of any default by the Trust under the Rudnick Purchase Agreement and of any notice from the Trust alleging or otherwise asserting any default by CIM Group Acquisitions (including any assignee or affiliate of Seller) under the Rudnick Purchase Agreement. 10.2. Cooperation. Until the Wind Permitting. Date and subject to Buyer reimbursing Seller for any expenses reasonably incurred by Seller, Seller agrees to provide reasonable assistance and consultation to Buyer regarding: (a) a transaction with LADWP; (b) obtaining fee interests or rights of way from parcels of land that are adjacent to or nearby the Property and that are owned directly by individual beneficiaries of the Trust or by the Bureau of Land Management ("BLM"), including, to the extent feasible, allowing Buyer to "step into" Seller's position with BLM (in whatever way, if any, may be permissible under BLM rules) with respect to such lands; and (c) obtaining entitlements for the wind and solar projects, including releasing environmental consultants under contract with Seller to work for Buyer. At any time, Seller hereby agrees not to directly or indirectly oppose Buyer's projects on the Property. Prior to the earlier of (a) the date that Buyer notifies Seller in writing that it will not exercise the Option or the date that the Option lapses in accordance with its terms or (b) the first anniversary of the Option Closing Date, Seller hereby agrees not to seek to arrange contracts with any governmental entity or community choice aggregator to sell energy or capacity from any project on the Eligible Solar Land. If Seller effects any sale of the Eligible Solar Land when the restriction in the immediately preceding sentence is still in effect, Seller shall impose such restriction on its buyer in an agreement in which Buyer is made a third party beneficiary in a form reasonably acceptable to Buyer. 11. Buyer's Covenants. 11.1. Exclusive Negotiation. Unless otherwise agreed to by Seller, Buyer hereby agrees, for a period of not more than one hundred twenty (120) days after the Closing Date, to negotiate exclusively with LADWP regarding any power offtake contracts relating to the Wind Land, prior to commencing any "RFO" process or any negotiations with any other potential counterparties for such contracts. Nothing in this Agreement obligates Buyer to enter into any transaction with LADWP or to propose any particular terms. 12. Solar Property. 12.1. Grant of Option. Seller hereby grants to Buyer the exclusive right to purchase (the "Option"), on the terms and subject to the conditions set forth below, the following: 33 LA\1906082.6 (a) Solar Land. A fee simple interest in up to 5,000 acres designated by Buyer (the "Designated Solar Land") from among the parcels located in Kern County, California described in Exhibit I attached hereto and made a part hereof (the `Eligible Eastern Solar Land") and the parcels located in Kern County, California described in Exhibit N attached hereto and made a part hereof (the "Eligible Western Solar Land" and, together with the Eligible Eastern Solar Land, the `Eligible Solar Land"), which designation shall be made by written notice to Seller (the "Designation"), provided that (i) in no event shall Seller be obligated to make any conveyance that would constitute a civil or criminal violation of the Subdivision Map Act and (ii) any Designation of property within the Eligible Western Solar Land, if made, shall be not less than 640 acres. Seller shall make the Designation no later than the date that is twenty four (24) months after the Closing Date, failing which the Option shall lapse. As used herein, "Solar Land" or "SU shall mean the Eligible Solar Land prior to the Designation and, following the Designation, the Designated Solar Land. The Solar Land shall be subject to the Seller Retained Easements. Buyer's specification of the Designated Solar Land shall reflect prudent industry practices in the selection of sites for solar projects. Buyer shall select parcels that are useful or valuable for development of Buyer's intended solar projects and shall not select parcels that would be valuable primarily for making Seller's remaining attractive solar land less valuable or developable by Seller. Subject to the foregoing, Seller acknowledges that in specifying the Designated Solar Land Buyer intends to select what Buyer believes to be the best portions of the Eligible Solar Land, which may consist of multiple parcels that are not contiguous, provided that such selection shall not (x) cause any remaining portion of the Eligible Solar Land to be without. access to public roads (including across Seller's property or easements granted by Buyer) or (y) cause land that would otherwise be usable for normal agricultural or commercial purposes to become unusable for such purposes (taking into account easements granted by Buyer). Seller agrees to give Buyer prompt written notice if it intends to sell or market for sale all or any portion of the Eligible Western Solar Land to an entity not affiliated with Seller. Seller may accelerate the deadline for Buyer to make a Designation with respect to all or portions of the Eligible Western Solar Land as follows: If, from time to time, Seller and an entity not affiliated with Seller enter into a letter of intent or other similar written arrangement ("LOI") setting forth the property to be sold (the "Proposed PropertX"), the price and the other principal terms of for sale of all or any portion of the Eligible Western Solar Land (a "Proposed Sale") and granting the buyer exclusivity, if Seller desires to accelerate such deadline, Seller shall give a copy of the LOI to Buyer along with a statement that Seller is accelerating Buyer's deadline to make a Designation with respect to the Proposed Property (an "Acceleration Notice"). Following Buyer's receipt of an Acceleration Notice, Buyer may make a Designation with respect to all or portions of the Proposed Property (consistent with the standards in the immediately preceding paragraph) not later than ninety (90) days after its receipt of the Acceleration Notice. If Buyer does not timely make a Designation with respect to any portion of the Proposed Property (the "Undesignated PropertX"), Seller may proceed to close the sale of the Undesignated Property at any time within one (1) year after the date of the Acceleration Notice and, in connection with such closing, Buyer shall execute such documents in recordable form as are reasonably requested by Seller to evidence that the Option does 34 LA\1906082.6 not apply to the Undesignated Property. If the sale of the Undesignated Property does not close within one (1) year after the date of the Acceleration Notice, the Undesignated Property shall continue to be eligible to be made subject to a Designation as if no Acceleration Notice had been given, but without prejudice to Seller's right to issue a new Acceleration Notice. This paragraph shall terminate upon the earlier to occur of Buyer's Designation of its full 5,000 acre allotment or twenty four (24) months after the Closing Date. The right to issue an Acceleration Notice shall not apply to sales of Proposed Property for purposes of development of solar energy projects greater than 5 MW in the aggregate on the Eligible Western Solar Land and Seller shall so restrict its buyer in an agreement in which Buyer is made a third party beneficiary in a form reasonably acceptable to Buyer. Nothing in this paragraph imposes a restriction on the use of any of the Eligible Western Solar Land sold by Seller to a buyer if Seller had not issued an Acceleration Notice with respect to the property sold. (b) SL Improvements. The buildings, structures, fixtures and other improvements, if any, affixed to or located on the Solar Land (the "SL Improvements" and, together with the WL Improvements, collectively, the "Improvements"). (c) SL Appurtenances. The following (collectively, the "SL Appurtenances"): (i) except for the Excluded Mineral Rights, all oil, gas and other hydrocarbon substances or other mineral rights on and under the Solar Land; (ii) except for the Excluded Subsurface Water, all water, water stock and water rights on and under the Solar Land; and (iii) all rights, easements and rights -of -way appurtenant to, or used in connection with, the beneficial use and enjoyment of the Solar Land. (d) SL Transmission Easements. Easements appurtenant to and benefiting the Solar Property located in, over, across and through a portion of the Southern Rudnick Property (i) to permit Buyer to access and use electric power transmission lines of LADWP, SCE and any other applicable Transmission Owner and (ii) to permit any other Permissible Uses, in each case in a manner that is consistent with the Access Requirements all as set forth in this clause (d) (collectively, the "SL Transmission Easements"). (i) On the closing date of the acquisition of the Solar Land (the "Option Closing Date"), Seller shall record in favor of Buyer a transmission easement agreement (the "SL General Transmission Easement Agreement") encumbering the Southern Rudnick Property, providing for rights substantially as set forth in this clause (d). The purpose of the SL General Transmission Easement Agreement is solely to put of record the possibility of a recording of the SL Specific Transmission Easement (as (defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Buyer 35 LA\1906082.6 shall not have any right to use the easement created pursuant to the SL General Transmission Easement Agreement for transmission or other uses of or on the affected property and may only use the affected property as provided for in the SL Specific Transmission Easement Agreement. If the SL Specific Transmission Easement Agreement (as defined below) has not been executed and recorded on or before the first anniversary of the Option Closing Date for reasons other than Seller's default, the SL General Transmission Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release the SL General Transmission Easement Agreement. (ii) After the Option Closing Date, Buyer and Seller shall cooperate to determine a preferred, specific route for the SL Transmission Easements (the "SL Specific Transmission Easement Route"). Buyer and Seller shall negotiate, execute and record an easement agreement for the SL Specific Transmission Easement Route (the "SL Specific Transmission Easement Agreement"), which agreement shall contain provisions and permit Permissible Uses, provided that (A) the width of the corridor specified by the SL Specific Transmission Easement Agreement shall not exceed the industry standard for the type of transmission line at issue; (B) the SL Specific Transmission Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the SL Specific Transmission Easement Agreement (the "SL Specific Transmission Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the SL Specific Transmission Easement, unless the foregoing would materially interfere with Buyer's intended use of the SL Specific Transmission Easement; (C) the SL Specific Transmission Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the SL Specific Transmission Easement unless such use would materially interfere with Buyer's intended use of the SL Specific Transmission Easement; (D) the SL Specific Transmission Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (such as, but not limited to, areas for substations, switchyards and an industry -standard area under each transmission tower) (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); and (E) regardless of the terms of the standard form LADWP and SCE easements for transmission lines, in no event shall the holder of the SL Specific Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the SL Specific Transmission Easement or to serve transmission functions. (iii) From and after the recording of the SL Specific Transmission Easement Agreement until the second anniversary of the Option Closing Date, Buyer shall have (x) a one-time right to designate an alternate route for the SL Specific Transmission Easement Route for interconnection with LADWP, (y) a one-time right to designate an alternate route for the SL Specific Transmission Easement Route for interconnection with SCE and (z) a one-time right to designate an alternate route for the SL Specific Transmission Easement Route for Wo LA\1906082.6 interconnection with one other Transmission Owner, if any, in each case to the extent reasonably deemed appropriate by Buyer to facilitate project approvals or to satisfy one or more Transmission Owners (including, if requested by Buyer, connecting to substations other than the Pine Tree Substation, the Barren Ridge Substation and the Tehachapi Sub 1 Substation). In such event, Seller shall, at the request of Buyer, amend the SL Specific Transmission Easement Agreement for re-recording to an alternate route designated by Buyer and subject to Seller's approval, which approval shall not be unreasonably withheld. Buyer shall reimburse Seller for any reasonable, out-of-pocket, third party costs incurred by Seller, in connection with documenting and analyzing any requested amendment to the SL Specific Transmission Easement Agreement in accordance with this clause (iii). From time to time, Buyer may also request minor amendments to the SL Specific Transmission Easement Route to accommodate specific environmental or terrain concerns (such as avoidance of habitats for endangered species or avoidance of terrain that will make use of the easement prohibitively expensive). Seller hereby agrees (x) not to unreasonably withhold its consent to any such minor amendment and to promptly execute the same following its receipt thereof and (y) that any such minor amendment shall not constitute an exercise of Buyer's right to designate an alternate route for the SL Specific Transmission Easement Route pursuant to the first sentence of this clause (iii). (iv) At any time following the Option Closing Date, Seller may request Buyer to amend the SL Specific Transmission Easement Agreement to exclude any portions of the Southern Rudnick Property on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the SL Specific Transmission Easement could not lie upon the requested portion of the Southern Rudnick Property. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the SL Specific Transmission Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the SL Specific Transmission Easement Agreement in accordance with this clause (iv). (v) (a) Upon the earlier to occur of the commencement of construction of a transmission line to LADWP over the SL Specific Transmission Easement or the recording of an alternate route for the SL Specific Transmission Easement Route for interconnection with LADWP as provided in clause (iii) above, Buyer shall, upon request of Seller, release and reconvey the SL General Transmission Easement Agreement with respect to all portions of the Southern Rudnick Property that had only been included thereon for purposes of providing an alternate route for connection to LADWP. (b) Upon the earlier to occur of the commencement of construction of a transmission line to SCE over the SL Specific Transmission Easement or the recording of an alternate route for the SL Specific Transmission Easement Route for interconnection with SCE as provided in clause (iii) above, 37 LA\1906082.6 Buyer shall, upon request of Seller, release and reconvey the SL General Transmission Easement Agreement with respect to all portions of the Southern Rudnick Property that had only been included thereon for purposes of providing an alternate route for connection to SCE. If Buyer has not exercised its one-time right to designate an alternate route for the SL Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) above by the date that the releases described in clauses (a) and (b) of this clause (v)have occurred, then Buyer's one-time right to designate an alternate route for the SL Specific Transmission Easement Route for interconnection with one other Transmission Owner as provided in clause (z) of the first sentence of clause (iii) above shall terminate and Buyer shall, upon request of Seller, release and reconvey the SL General Transmission Easement Agreement in its entirety. (vi) Except as provided in the last sentence of clause (iii) above, the use of the SL Transmission Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this clause (vi) shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. (e) SL Miscellaneous Easements. Easements appurtenant to and benefiting the Solar Property located in, over, across and through a portion of the Southern Rudnick Property to permit Buyer (i) to access utilities other than those provided by Transmission Owners and (ii) to access and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements all as set forth in this clause (e) (collectively, -the "SL Miscellaneous Easements"), but only to the extent that any such access cannot reasonably be provided (including taking into account the costs to Buyer of using the Solar Property to access the relevant utilities or constructing roads on the Solar Property) on the Solar Property or within or adjacent to the SL Specific Transmission Easement Route. (i) On the Option Closing Date, Seller shall record in favor of Buyer an easement agreement (the "SL General Miscellaneous Easement Agreement") encumbering the Southern Rudnick Property providing for rights substantially as set forth in this clause (e). The purpose of the SL General Miscellaneous Easement Agreement is solely to put of record the possibility of a recording of the SL Specific Miscellaneous Easement (as defined below) and the possible relocation thereof as provided in clauses (ii) and (iii) below, respectively. Buyer shall not have any right to use the easement created pursuant to the SL General Miscellaneous Easement Agreement for any uses of or on the affected property and may only use the affected property as provided for in the SL Specific Miscellaneous Easement Agreement. If the SL Specific Miscellaneous Easement Agreement (as defined below) has not been executed and recorded on or before the first anniversary of the Option Closing Date for reasons other than Seller's default, the SL General Miscellaneous Easement Agreement shall expire and be of no further force or effect, and Buyer shall execute, acknowledge where 38 LA\1906082.6 appropriate and deliver any reasonable documents submitted by Seller to release the SL General Miscellaneous Agreement. (ii) From time to time after the Option Closing Date, Buyer and Seller shall cooperate to determine specific locations for the SL Miscellaneous Easements (the "SL Specific Miscellaneous Easement Locations"). Buyer and Seller shall negotiate, execute and record an easement agreement for the SL Specific Miscellaneous Easement Locations (the "SL Specific Miscellaneous Easement Agreement"), provided that (A) the SL Specific Miscellaneous Easement Agreement shall not restrict Seller's right to cross the easement created pursuant to the SL Specific Miscellaneous Easement Agreement (the "SL Specific Miscellaneous Easement") or to install roads, utilities, transmission lines or other improvements parallel to or crossing the SL Specific Miscellaneous Easement, unless the foregoing would materially interfere with Buyer's intended use of the SL Specific Miscellaneous Easement; (B) the SL Specific Miscellaneous Easement Agreement shall allow Seller and its agents to use any access, maintenance or patrol roads installed on or serving the SL Specific Miscellaneous Easement unless such use would materially interfere with Buyer's intended use of the SL Specific Miscellaneous Easement; (C) the SL Specific Miscellaneous Easement shall generally be non-exclusive, but shall be exclusive in areas that by industry practice are exclusive (except that, subject to clause (B), Seller shall be entitled in any event to use any roads or accessways installed by Buyer); and (D) in no event shall the holder of the SL Miscellaneous Transmission Easement use the same for cellular or other telecommunications purposes except to serve solely the benefited property of the SL Specific Miscellaneous Easement. (iii) At any time after the Option Closing Date, Seller may request Buyer to amend the SL Specific Miscellaneous Easement Agreement to exclude any portions of the Southern Rudnick Property on which Seller will be constructing improvements or as to which Seller otherwise has a need to clarify that the SL Specific Miscellaneous Easement could not lie upon the requested portion of the Southern Rudnick Property. If the requested amendment would not unreasonably burden Buyer's potential routes for and intended uses of the SL Specific Miscellaneous Easement, Buyer shall consent to such request and execute an appropriate amendment in recordable form. Seller shall reimburse Buyer for any reasonable, out-of-pocket, third party costs incurred by Buyer in connection with documenting and analyzing any requested amendment to the SL Specific Miscellaneous Easement Agreement in accordance with this clause (iii). (iv) The use of the SL Miscellaneous Easements shall be at no additional cost paid by Buyer to Seller; provided that nothing in this clause (iv) shall limit Buyer's obligation to satisfy any indemnity obligation as part of the Access Requirements. (f) SL License. An irrevocable, non-exclusive license, expiring on the second anniversary of the Option Closing Date, to access the Southern Rudnick Property for the purpose of conducting studies, investigations and tests thereon, and the physical 39 LA\1906082.6 components thereof, to the extent reasonably related to Buyer's development of the Eligible Solar Land, in each case in a manner that is consistent with the Access Requirements (collectively, the "SL License"). The Solar Land, the SL Improvements, the SL Appurtenances, the SL Transmission Easements, the SL Miscellaneous Easements . and the SL License are hereinafter sometimes referred to collectively as the "Solar Property". 12.2. Option Consideration. The Option shall be effective only if the transaction with respect to the Wind Property closes. Buyer's purchase of the Wind Property shall be the consideration for the Option. 12.3. Exercise Price. The exercise price payable by wire transfer of immediately available funds through escrow upon exercise of the Option shall be (a) (i) $1,400 per acre acquired, to the extent that the Option is exercised before the first anniversary of the Closing Date; (ii) $1,750 per acre acquired, to the extent that the Option is exercised on or after the first anniversary of the Closing Date but before the second anniversary of the Closing Date; or (iii) $2,100 per acre acquired, to the extent that the Option is exercised on or after the second anniversary of the Closing Date but before the end of the Option Term; plus (b) a deferred purchase price in an amount to be determined in accordance with paragraph (b) of Annex A (the "Deferred Solar Purchase Price"). 12.4. Option Term. The period during which Buyer may exercise and close the Option (the "Option Term") shall commence on the day after the Closing Date and shall expire at 11:59 p.m. (Los Angeles time) on the third anniversary of the Closing Date. If Buyer has not exercised the Option during the Option Term, strictly in compliance with this Agreement, then the Option shall unconditionally terminate and no longer exist. 12.5. Title. Title to the Solar Property shall be delivered to Buyer or its nominee free and clear of any and all liens and encumbrances other than those liens and encumbrances reflected in the Title Policy issued by Title Company on the Closing Date, and any reservations, documents or instruments recorded or entered into pursuant to this Agreement other than easements and similar encumbrances entered into in the normal course of business or that will not materially affect the use of the Solar Property for a solar project by Buyer. 12.6. Exercise of Option. In the event Buyer exercises the Option by giving at least 45 days prior written notice thereof to Seller, the purchase and sale shall be effected with Stewart Title of California, Inc. as the title insurance company and as escrow holder, or with such other title company or escrow company as the parties hereto may choose, and in any event such purchase and sale shall reflect the terms and conditions that are typical for comparable transactions, provided that Seller shall not be required to make any representations or warranties beyond those that are comparable to the representations and warranties contained in this Agreement or that are not true at the time the Option is exercised or closed. 12.7. Entitlements. During the Option Term, whether or not Buyer has exercised the Option, Seller shall facilitate Buyer and Buyer's representatives in dealing as a contract purchaser of the Solar Property with applicable governmental authorities having 40 LA\1906082.6 jurisdiction over the development and improvement of the Solar Property. In addition, Buyer may pursue entitlements prior to the exercise of the Option and Seller agrees to provide reasonable cooperation in connection with such efforts (such as by signing applications, if and to the extent necessary), provided Seller shall not be obligated to execute or consent to any document that will restrict the use of the Solar Property in a manner not revocable without cost to Seller as a matter of right by Seller. 12.8. Reports, Etc. After Buyer's purchase of the Wind Property, Seller or Buyer shall have the right to initiate studies or analyses regarding the Solar Property by first giving written notice to the other party with a description of the proposed study or analysis and the estimated cost. The party receiving notice shall have ten (10) days to elect in writing to pay for 50% of the proposed study or analysis, and in such event each party shall pay for 50% of the proposed study and shall have the right to receive copies of any such study or analysis. If such election is not timely made, then the receiving party shall have no obligation to pay for such study or analysis and no right to receive a copy of such study or analysis. Upon the lapse of the Option; Buyer shall, at no cost to Seller, assign to Seller all of Buyer's rights with respect to any reports, studies, data, surveys, engineering analysis or any other evaluative materials regarding any portions of the Solar Property not purchased by Buyer. 13. Risk of Loss. The risk of loss or damage to the WL Improvements or any personal property by fire or other casualty or cause beyond Seller's control, or the taking or proposed taking of all or a portion of the Wind Land or the WL Improvements by condemnation, eminent domain or other governmental acquisition proceedings (collectively, "Damage") in advance of the Closing Date shall be borne by Seller. In the event of Damage that involves a sum of less than $250,000, Buyer shall accept the Wind Property as provided in this Agreement without any reduction of the Base Purchase Price, and Buyer shall be entitled to an assignment from Seller of all rights assigned by the Trust to all insurance proceeds or condemnation or other award due or payable on account of such Damage, plus a closing statement credit equal to the deductible under such policy, less any amount actually expended by Seller or the Trust in connection with the repair (including temporary repair) or replacement of such Damage. In the event that such Damage involves a sum in excess of $250,000, Buyer shall have the right either: (a) to terminate this Agreement prior to the time by which Seller must terminate the Rudnick Purchase Agreement, in which event all amounts deposited on account of this Agreement (including accrued interest) shall be returned to Buyer and this Agreement shall terminate and none of the parties hereto shall have any further rights or obligations hereunder; or (b) to accept the Wind Property as provided in this Agreement without any reduction of the Base Purchase Price, in which event Buyer shall be entitled to an assignment from Seller of all rights assigned by the Trust to all insurance proceeds or condemnation or other award due or payable on account of such Damage, plus a closing statement credit equal to the deductible under such policy, less any amount actually expended by Seller or the Trust in connection with the repair (including temporary repair) or replacement of such Damage. 14. Default; Liquidated Damages. 41- LA\1906082.6 EXECUTION VERSION 14.1. IN THE EVENT THAT THE SALE OF THE WIND PROPERTY FAILS TO CLOSE AS A RESULT OF ANY BREACH OR DEFAULT OF BUYER, WHICH BREACH OR DEFAULT IS NOT CURED WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE BY SELLER TO BUYER (OR, SUBJECT TO CLAUSE (f) OF SECTION 10.1, SUCH SHORTER TIME PERIOD AS IS NECESSARY FOR CURE UNDER THE RUDNICK PURCHASE AGREEMENT), THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED, SHALL BE PAID TO SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S BREACH OR DEFAULT AND AS FULL LIQUIDATED DAMAGES (AND NOT AS A PENALTY OR FORFEITURE) FOR SUCH BREACH IN VIEW OF THE UNCERTAINTY AND IMPOSSIBILITY OF ASCERTAINING SUCH DAMAGES TO SELLER. BOTH SELLER AND BUYER AGREE THAT THE AFORESAID AMOUNT CONSTITUTES A REASONABLE FORECAST OF DAMAGE WHICH WOULD BE SUSTAINED BY SELLER IN THE EVENT OF BREACH BY BUYER CONSIDERING ALL THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER SHALL HAVE NO FURTHER LIABILITY EITHER IN LAW OR IN EQUITY FOR BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING FAILURE OR REFUSAL TO ACCEPT TITLE TO THE PROPERTY) AFTER DELIVERY OF THE DEPOSIT TO SELLER. SELLER'S INITIALS: BUYER'S INITIALS: A 6` 14.2. In the event that the sale of the Wind Property fails to close as a result of any breach, default, act or omission of Seller, Buyer, at its option, may either (i) elect to complete the transactions contemplated by this Agreement notwithstanding Seller's breach (including the prosecution of an action for specific performance, if necessary), in which event Buyer conclusively shall be deemed to have waived all Seller's breaches known to Buyer as of the Closing, or (ii) terminate this Agreement, in which event,, (a) the Deposit, together with all Interest earned -thereon,-shall- be promptly -(within five (5) days) returned to- Buyer, -(b)-Seller — - - shall reimburse Buyer for out-of-pocket expenses actually incurred by Buyer (including reasonable attorneys' fees) for the examination of the Property, preparation and negotiation of this Agreement, conducting its inspections of the Property and preparation for Closing, up to a maximum of $200,000, and (c) Buyer conclusively shall be deemed to have waived all other rights and remedies arising out of Seller's breaches. 15. Brokerage. With respect to the transaction contemplated by this Agreement, each of Seller and Buyer represents that it is not represented by a broker. Each party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith. 16. Assignment; Binding Effect. 16.1. Buyer may, without the consent of Seller, and without being relieved of any liability hereunder, (a) at any time, assign its rights under this Agreement to any affiliate, but only if the affiliate assumes in writing the obligations hereunder and provides to Seller an 42 LA\1906082.6 EXECUTION VERSION 14.1. IN THE EVENT THAT THE SALE OF THE WIND PROPERTY FAILS TO CLOSE AS A RESULT OF ANY BREACH OR DEFAULT OF BUYER, WHICH BREACH OR DEFAULT IS NOT CURED WITHIN TEN (10) DAYS AFTER. WRITTEN NOTICE BY SELLER TO BUYER (OR, SUBJECT TO CLAUSE (f) OF SECTION 10.1, SUCH SHORTER TIME PERIOD AS IS NECESSARY FOR CURE UNDER THE RUDNICK PURCHASE AGREEMENT), THE DEPOSIT, TOGETHER WITH ALL INTEREST EARNED, SHALL BE PAID TO SELLER AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S BREACH OR DEFAULT AND AS FULL LIQUIDATED DAMAGES (AND NOT AS A PENALTY OR FORFEITURE) FOR SUCH BREACH IN VIEW OF THE UNCERTAINTY AND IMPOSSIBILITY OF ASCERTAINING SUCH DAMAGES TO SELLER. BOTH SELLER. AND BUYER AGREE THAT THE AFORESAID AMOUNT CONSTITUTES A REASONABLE FORECAST OF DAMAGE WHICH WOULD BE SUSTAINED BY SELLER IN THE EVENT OF BREACH BY BUYER CONSIDERING ALL THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER SHALL HAVE NO FURTHER LIABILITY EITHER IN LAW OR IN EQUITY FOR BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT (INCLUDING FAILURE OR REFUSAL TO ACCEPT TITLE TO THE PROPERTY) AFTER DELIVERY OF THE DEPOSIT TO SELLER. SELLER'S INITIALS; BUYER'S INITIALS: 14.2. In the event that the sale of the Wind Property fails to close as a result of any breach, default, act or omission of Seller, Buyer, at its option, may either (i) elect to complete the transactions contemplated by this Agreement notwithstanding Seller's breach (including the prosecution of an action for specific performance, if necessary), in which event Buyer conclusively shall be deemed to have waived all Seller's breaches known to Buyer as of the Closing, or (ii) terminate this Agreement, in which event (a) the Deposit, together with all Interest earned thereon, shall be promptly (within five (5) days) returned to Buyer, (b) Seller shall reimburse Buyer for out-of-pocket expenses actually incurred by, Buyer (including reasonable attorneys' fees) for the examination of the Property, preparation and negotiation of this Agreement, conducting its inspections of the Property and preparation for Closing, up to a maximum of $200,000, and (c) Buyer conclusively shall be deemed to have waived all other rights and remedies arising out of Seller's breaches. 15. Brokerage. With respect to the transaction contemplated by this Agreement, each of Seller and Buyer represents that it is not represented by a broker. Each party hereto agrees that if any person or entity makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith. lb. Assignment, BindingEffect. 16.1. Buyer may, without the consent of Seller, and without beingrelieved of any liability hereunder, (a) at anytime, assign its rights under this Agreement to any affiliate, but only if the affiliate assumes in writing the obligations hereunder, and provides to Seller an 42 LAU 906082.6 original of such assignment and assumption agreement (and provided that the assignment does not have the effect of causing the conveyance of any property to be conveyed by Seller hereunder to violate the Subdivision Map Act) or (b) solely after the Closing, assign its rights under this Agreement (in whole or in part) to a buyer of all or a portion of the Property. For the avoidance of doubt, the parties acknowledge that, by the terms of Annex A, any assignment by Buyer after the Closing of its rights under this Agreement (in whole or in part) to an entity that is not an affiliate of Buyer does -not obligate the assignee to make any payments under Annex A and that whatever payments, if any, are owing under Annex A are the sole obligation of Buyer hereunder, except that any party acquiring and exercising the Option shall be subject to the terms of Annex A as applied to the Option. 16.2. (a) Seller may, without the consent of Buyer, and without being relieved of any liability hereunder, at any time, assign its rights under this Agreement to an affiliate, but only if such affiliate assumes in writing the obligations hereunder and provides to Buyer an original of the relevant assignment and assumption agreement; (b) Seller may not assign its rights under this Agreement prior to the Closing to any entity that is not an affiliate; (c) Seller shall not sell or otherwise transfer any fee simple interest in the Solar Property prior to the earlier of (A) (i) the date that Buyer notifies Seller in writing that it will not exercise the Option or (ii) the date that the Option lapses in accordance with its terms, or (B) the first anniversary of the Option Closing Date; and (d) neither Seller nor any of its affiliates shall sell or otherwise transfer any interest in the Deferred Purchase Price in a way that would constitute a sale of securities under applicable state or federal securities laws . 16.3. Subject to this Section 16, this Agreement shall insure to the benefit of and bind the parties hereto and their respective legal representatives, heirs, administrators, executors, successors and assigns. 17. Entire Agreement; Modifications; Advice of Counsel. This Agreement embodies the entire contract between the parties hereto with respect to the Property and the subject matter hereof and supersedes any and all prior negotiations, agreements and understandings, written or oral, formal or informal, all of which are deemed to be merged herein. No modification or amendment to this Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer, and no notice of any extension, change; modification or amendment made or claimed by Seller or Buyer (except with respect to expressly permitted unilateral waivers or extension rights) shall have any force or effect whatsoever unless the same are endorsed in writing and fully signed by Seller and Buyer. This Agreement has been drafted through a joint collaborative effort of the parties, each of which has been represented by competent, qualified, independent counsel licensed to practice law in the State of California, and by such counsel. Each of Buyer and Seller hereby acknowledges and agrees that (i) it has been represented by such competent, qualified, independent counsel in connection with this Agreement; (ii) it has executed and delivered this Agreement with and based on the advice and guidance of such counsel; and (iii) this Agreement is the result of full and deliberate negotiations between the parties hereto and the advice and assistance of their respective counsel and, therefore, any generally applicable rule of construction to the effect that ambiguities in a document or agreement are to be construed in the manner less or least favorable to the drafting party shall not apply to this Agreement; accordingly, since this Agreement and its provisions were the subject of such a joint and collaborative effort, any ambiguity in this Agreement or any of its provisions shall not be construed in favor of or against 43 LA\1906082.6 either of the parties. Without limiting the generality of the foregoing, each of Buyer and Seller hereby acknowledges and agrees that the fact that this Agreement was prepared by one party's counsel as a matter of convenience shall have no import or significance whatsoever. Any uncertainty or ambiguity of this Agreement shall not be construed against either party because of the fact that the other party's counsel prepared this Agreement in its final form. 18. Pronouns: Joint and Several Liability. All pronouns and nouns and any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties or the context may require. 19. Invalidity. If any term or provision of this Agreement shall to any extent or for any reason be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but the remainder of this Agreement and each term and provision of this. Agreement shall be valid and enforceable to the fullest extent permitted by law, subject to such modification hereof as may be necessitated by such invalidity. 20.. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21. Notice. Any notice required or given under this Agreement shall be effective when deposited with the United States mail, certified, return receipt requested, postage prepaid, or upon delivery (or refusal of delivery) when sent by overnight courier service or by facsimile transmission, and addressed to the following addresses: If to Seller: c/o CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: General Counsel Facsimile No: (310) 496-2887 with a copy to: CIM Group, Inc. 6922 Hollywood Blvd., Suite 900 Los Angeles, California 90028 Attention: Jennifer Gandin Facsimile No: (323) 860-4901 with a copy to: O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071 Attention: Greg Thorpe, Esq. Facsimile No: (213) 430-6407 If to Buyer: 44 LA\1906082.6 with a copy to: with a copy to: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Eric T. Fresch, City Administrator Telephone No.: (323) 583-8811 Facsimile No.: (323) 587-7596 The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Jeff Harrison, Esq., City Attorney Telephone No.: (323) 583-8811 Facsimile No.: (323) 587-7596 Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attention: David B. Rogers, Esq. Telephone No.: (213) 485-1234 Facsimile No., (213) 891-8763 Either party may designate by notice given to the other a new address to which notices intended for such party shall thereafter be given. 22. Calculation of Time. Whenever in this Agreement a period of time is stated as a number of days it shall be construed to mean calendar days; provided, however, that when any period of time so stated would end upon a Saturday, Sunday or legal holiday, such period shall be deemed to end upon the next day following which is not a Saturday, Sunday or legal holiday. 23. Expenses. Whether or not the transactions contemplated under this Agreement are consummated, each party, unless otherwise provided, shall pay its own expenses incident to the preparation and performance of this Agreement, including, without limitation, attorneys' fees. 24. Waivers: Extensions. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof or of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act. 25. Exhibits. All exhibits attached to this Agreement are hereby incorporated by this reference into this Agreement. 45 LA\1906082.6 26. Counterparts; Captions. This Agreement may be executed in counterparts, each of which shall be deemed an original. The captions are for convenience of reference only and shall not affect the construction to be given any of the provision hereof. 27. Attorneys' Fees. If either party becomes involved in an action,or proceeding or litigation arising out of this Agreement or the performance thereof, the prevailing party shall be entitled to its attorneys' fees and costs (including attorneys' fees and costs pursuant to l 1 U.S.C.) from the other party. Unless judgment goes by default, the attorneys'. fee award shall not be computed in accordance with any Court schedule, but shall be such as to fully reimburse all attorneys' fees and costs actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all the attorneys' fees and costs paid or incurred in good faith; provided, however, said attorneys' fees and costs shall in no event exceed the amount of any monetary judgment. 28. Survival. The representations, warranties and covenants of Seller and Buyer contained herein (other than Section 9 hereof) shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall survive the Closing Date; provided, that the representations, warranties and covenants of Seller and Buyer contained in Section 9 hereof shall be deemed to apply as of the date of this Agreement and as of the Closing Date, and shall survive the Closing Date for a period of only one (1) year after the Closing Date. 29. Approvals. Any approval by Buyer or Seller that are required not to be unreasonably withheld shall be understood to mean not to be unreasonably withheld, delayed or conditioned. 30. Disputes. 30.1. Dispute Resolution. Any and all disputes, claims or controversies arising out of, relating to, concerning or pertaining to the terms of this Agreement, or to either Party's performance or failure of performance under this Agreement ("Dispute"), which Dispute the Parties have been unable to resolve by informal methods after undertaking a good faith effort to do so, shall first be submitted to an informal dispute resolution under the procedure described in Section 30.2 below; if the matter is not resolved through such procedures, it shall be referred for final and binding arbitration under the procedures described in Section 30.3. 30.2. Informal Resolution. Any unresolved Disputes shall initially be referred to Buyer's City Administrator, or designee, and to any person with express authority to bind Seller that is designated by Seller for resolution. Such executives or their respective designees shall meet at least once, and shall negotiate in a commercially reasonable manner for a period of fifteen (15) business days in an effort to resolve the Dispute. Neither Party shall seek to commence any litigation or arbitration proceeding without first satisfying this Section 30.2, and any failure of a Party to do so shall constitute a sufficient basis for termination without prejudice of any proceeding so attempted. 30.3. Arbitration. Either Party may initiate binding arbitration with respect to the Dispute by making a written demand for binding arbitration before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric 46 LA\1906082.6 industry with JAMS, its successor or any other mutually, agreeable arbitrator (the "Arbitrator") at any time following the unsuccessful conclusion of the informal resolution provided for in Section 30.2. The Parties shall cooperate with one another in promptly selecting the Arbitrator and in scheduling the arbitration to commence no later than one hundred eighty (180) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Arbitrator, the Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Upon a Party's written demand for binding arbitration, such Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before the Arbitrator, in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the. Arbitrator is associated; absent the existence of such rules and procedures, the arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure Section 1280 et seq. However, notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California; each side in the arbitration shall be entitled to take up to three depositions, and all direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. Each Party shall cooperate in making available for cross-examination at the arbitration hearing its witnesses whose direct testimony has been so submitted. Judgment on the award may be entered in any court having jurisdiction. The Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party's individual attorneys' fees and costs related to such Party's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Arbitrator, in such manner as the Arbitrator shall determine. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. 30.4. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING UNDER THIS AGREEMENT. 31. Intentionally Omitted. 32. Memorandum of Purchase and Sale Agreement/Memorandum of Option/Release of Interests. On the Closing Date, Buyer and Seller shall record a Memorandum of Purchase and Sale Agreement in the form of Exhibit J attached hereto encumbering the Wind Land and a Memorandum of Option in the form of Exhibit M attached hereto encumbering the Eligible Solar Land. Buyer hereby agrees to give notice to Seller of any sale or transfer of all or any portion of the Property to an entity not affiliated with Buyer at least fifteen (15) business days in advance of the closing of such sale or transfer. The notice shall include a copy of the purchase agreement or other applicable primary agreement relating to the proposed transaction. Buyer shall notify Seller of any material changes or updates to the primary agreement promptly after receiving same and in any event not later than three (3) business days prior to the closing of such sale or transfer. Seller acknowledges and agrees that the obligations under Annex A shall terminate with respect to any interest in the Property that is sold or otherwise transferred in an arm's-length transaction by Buyer to an entity not affiliated with Buyer and shall not be an obligation of any such buyer or transferee. Provided that Buyer is not in default of any obligation to pay Seller 47 LA\1906082.6 any Deferred Purchase Price, Seller hereby agrees from time to time upon request of Buyer (a) that upon the sale or transfer of all or any portion of the Property by Buyer to an entity not affiliated with Buyer, Seller shall execute for recording, at Buyer's sole cost and expense, an instrument terminating the applicable Memorandum with respect to that portion of the Property that is sold or transferred; and (b) to execute such documents as are reasonably requested by Buyer to subordinate the encumbrance of the applicable Memorandum to any easement, right-of- way or other access right granted by Buyer to an entity not affiliated with Buyer. If and to the extent that Buyer enters into a sale -leaseback transaction with respect to all or any portion of the Wind Land with an entity not affiliated with Buyer, Buyer shall re-record an amended applicable Memorandum encumbering its leasehold interest. [signature page follows] 48 LA\ 1906082.6 EXECUTION VERSION IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER; ReNu RESOURCES, LLC, a Delaware limited liability company By: /V Name: Nicholas V. Morosoff Title: Secretary BUYER: CITY OF VERNON, ATTEST; a California chartered city By: By; Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: S-1 LA11906082 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, a California chartered city By: %✓� Name: Hilario Gonzales Title: Mayor Pro-Tem LA\1906082 ATTEST: By: me:Kristen nomoto itle: Deputy City Clerk APPROVED AS TO FORM: By: N :J k A. Harrison AVTlt e: Cit Attorney Acceptance by Escrow Agent Escrow Agent acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein. Dated: October L5-, 2008 COMMERCE ESCROW COMPANY Y: Title:S Date: --%5' 2 sad` S-2 LAN L906082.6 ANNEX A DEFERRED PURCHASE PRICE (a) Deferred Purchase Price —Wind Land Projects. Seller shall be entitled to receive payment of the Deferred Purchase Price with respect to the Wind Land from time to time as and if applicable pursuant to this Annex A. Not later than July 20 of each year following the Closing Date (i.e., twenty (20) days following Buyer's fiscal year end of June 30), Buyer shall give to Seller a statement and report (an "Annual Statement") showing the calculation of the Adjusted Cash Position (as defined below) for the Wind Land Projects -as of such fiscal year end date along with a reasonably detailed calculation of such Adjusted Cash Position. If as of such fiscal year end date such Adjusted Cash Position is positive, then Buyer shall, not later than ten (10) days after such notice, pay to Seller fifteen percent (15%) of such Adjusted Cash Position for such fiscal year end date. If as of such fiscal year end date such Adjusted Cash Position is negative or zero, then neither Buyer nor Seller shall be obligated to make any payment to the other under this paragraph (a) for such date. (b) Deferred Purchase Price —Solar Land Projects. Seller shall be entitled to receive payment of the Deferred Purchase Price with respect to the Solar Land from time to time as and if applicable pursuant to this Annex A. Not later than July 20 of each year following the Closing Date (i.e., twenty (20) days following Buyer's fiscal year end of June 30), Buyer shall give to Seller an Annual Statement showing the calculation of the Adjusted Cash Position for the Solar Land Projects as of such fiscal year end date along with a reasonably detailed calculation of such Adjusted Cash Position. If as of such fiscal year end date the Adjusted Cash Position is positive, then Buyer shall, not later than ten (10) days after such notice, pay to Seller twenty-five percent (25%) of such Adjusted Cash Position for such fiscal year end date. If as of such fiscal yearend date such Adjusted Cash Position is negative or zero, then neither Buyer nor Seller shall be obligated to make any payment to the other under this paragraph (b) for such date. (c) Defined Terms. For purposes of this Annex A, the following terms shall have the following meanings: (i) "Adjusted Cash Position" as of the end date for any fiscal year means a negative or positive number separately calculated with respect to each of the Wind Land Projects and the Solar Land Projects as follows: (a) the Adjusted Cash Position as of the end of the prior fiscal year for such Applicable Projects (which will be deemed to be zero dollars ($0) as of June 30, 2008) plus (b) Adjusted Realized Cash, if any, during such fiscal year for such Applicable Projects minus (c) the sum of. (x) Adjusted Project Costs for such fiscal year for such Applicable Projects, (y) the Applicable Gross Payout, if any, made in such fiscal year on account of there having been a positive balance in the Adjusted Cash Position for such Applicable Projects as of Annex Al LA\1906082.6 the end of the prior fiscal year and (z) the Yearly Carry Amount for such Applicable Project and such fiscal year. (ii) "Adjusted Project Costs" for an Applicable Project and for any fiscal year means Project Costs for such Applicable Project and for such fiscal year grossed up to reflect the time value of money at ten percent (10%) per annum from the date a given expense qualified as a Project Cost to the applicable fiscal year end date. (iii) "Adjusted Realized Cash" for an Applicable Project and for any fiscal year means Realized Cash for such Applicable Project and for such fiscal year grossed up to reflect the time value of money at ten percent (10%) per annum from the date a given Receipt qualified as Realized Cash to the applicable fiscal year end date. (iv) "Applicable Gross Pam" means (a) in the case of the Wind Land Projects, the amount paid by Buyer to Seller in a given fiscal year divided by 0.15 and (b) in the case of the Solar Land Projects, the amount paid by Buyer to Seller in a given fiscal year divided by 0.25. (v) "Applicable Land" means the Wind Land and/or the Solar Land. (vi) "Applicable Projects" means the Wind Land Projects and/or the Solar Land Projects. (vii) "Excluded Projects" means one or more wind and/or solar energy projects on the Applicable Land that are designated by Buyer in accordance with paragraph (c) below and that have an aggregate capacity equivalent at any given time of not more than 100 MW. (viii) "Project Costs" for an Applicable Project and for any fiscal year means all costs and expenses actually paid or incurred by Buyer during such fiscal year (in each case without duplication) that relate to any projects planned to be developed, constructed, operated, sold or decommissioned on the Applicable Land (whether incurred on such land or offsite) including without limitation: costs of land acquisition, rents and royalties; fees and expenses for engineers, consultants, surveyors, counsel, contractors, brokers, financial advisors and other service providers; equipment procurement costs or lease payments; transmission studies, interconnection fees or costs and costs gen-ties, substations or other transmission infrastructure and costs for usage transmission facilities; fees, expenses and interest expense (but not.in excess of 10% per annum on indebtedness incurred to parties related to Buyer) on indebtedness for money borrowed that is secured by assets of the Applicable Project, but only to the extent the proceeds are used to fund costs that would qualify as Project Costs ("Project Debt"); public and private infrastructure and related costs to facilitate projects located on the Applicable Land (but only to the extent a private developer would pay for such costs); salary and benefit costs of personnel assigned to work substantially full time on the Applicable Projects; provided, however, that Project Costs shall not include (x) any allocation for Buyer's overhead or for the costs of Buyer's employees not described above or (y) costs attributable to up to any Excluded Projects. For avoidance of doubt, (A) the Project Annex A-2 LA\1906082.6 Costs for the Wind Land Projects for first fiscal year will include the amounts expended by Buyer for the acquisition of the Wind Property, (B) the Project Costs for the Solar Land Projects for a given fiscal year will include the amounts expended by Buyer for option exercise to acquire the Solar Property and (C) a reasonable allocation will be made as between the Wind Land Projects and the Solar Land Projects of any costs that are incurred for both such projects. (ix) "Realized Cash" means for any fiscal year any Receipts received by Buyer during such fiscal year that relate any projects planned to be developed, constructed, operated, sold or decommissioned on the Applicable Land, including, without limitation: rents or royalties; proceeds from the sale of energy, curtailment payments, warranty or insurance proceeds or payments, capacity, resource adequacy or ancillary services; receipts and/or proceeds from the sale of tax credits or equity; governmental subsidies of any kind; proceeds from the sale of land or other project assets; net proceeds from any Project Debt in excess of any Project Debt being refinanced; interest actually earned on any reserves held in segregated accounts; and interest deemed to have been earned at a rate of 10% per annum on any reserves not held in segregated accounts; provided however, that (v) Realized Cash shall be net of any reasonable reserves designated by Buyer for the incurrence of Project Costs, (w) any Receipts constituting proceeds of indebtedness will be deemed received by Buyer only when held by Buyer without contractual restriction under the agreements evidencing such indebtedness, (x) the amount of any deposit received by Buyer in connection with any sale of any asset shall not be included in the calculation of Realized Cash unless and until such deposit is no longer refundable to the relevant purchaser, (y) all amounts of Realized Cash shall be subject to paragraph (f) of this Annex A below, and (z) for the avoidance of doubt given that Buyer is a municipality, there shall be no attribution of tax benefits (whether production tax credits, accelerated depreciation, investment tax credits or otherwise) unless the value of same has been realized buy Buyer in cash and (zz) no cash or other value shall be attributed to any Excluded Projects. (x) "Receipts" means cash or cash equivalents and the fair market value of any noncash consideration received by Buyer. (xi) "Solar Land Projects" means any solar energy projects located on the Solar Land. (xii) "Wind Land Projects" means any wind energy project located on the Wind Land. (xiii) "Yearly Carry Amount" for an Applicable Project and for any fiscal year means: if, after giving effect to the Applicable Gross Payout, if any, made for such Applicable Project following such fiscal year end, there is a negative balance in the Adjusted Cash Position, then the number that is ten percent (10%) of such negative balance multiplied times negative one (4). Otherwise, the Yearly Carry Amount shall be zero (0). (c) Excluded Projects. Annex A-3 LA\1906082.6 (i) Designation. Buyer does not yet know what wind or solar projects it may want to have serving its load. (Moreover, because Buyer has not yet conducted the environmental review and economic feasibility assessment described in Recital 0), Buyer cannot know what projects, if any, it can develop on the Applicable Land.) Buyer may by written notice to Seller given at any time prior to the commercial operation date of a given project either (x) designate one or more wind and/or solar energy projects on the Applicable Land as Excluded Projects or (y) revoke a prior designation of a project as an Excluded Project; provided, however, that in no event shall Buyer be able to designate as an Excluded Project the project or projects that provide the first 150 MW of capacity developed on the Property. Buyer may only designate a project as an Excluded Project if Buyer's City Council makes a good faith determination that the energy from such project will serve the load of the Electric System (i.e., not be resold other than short term sales to manage load). (ii) Calculations Relating to Excluded Projects. (a) If there are any Excluded Projects, Buyer shall separately calculate the Costs and Receipts for the Excluded Projects and the Applicable Projects so that Project Costs and Receipts shall not be aggregated, and there shall be no Project Costs or Receipts that are double counted between the Excluded Projects and the Applicable Projects. (b) If there are any Excluded Projects, Buyer shall separately calculate the Costs and Receipts for the Excluded Projects and the Applicable Projects so that Project Costs and Receipts shall not be aggregated, and there shall be no Project Costs or Receipts that are double counted between the Excluded Projects and the Applicable Projects. Moreover, all shared costs (transmission lines, substations, etc.) for any Excluded Projects and for any Applicable Projects shall be fairly apportioned and supported by a detailed report provided by Buyer to Seller. If Seller believes that the shared costs for any Excluded Projects and for any Applicable Projects have not been fairly apportioned, then Seller shall deliver to Buyer, not later than ninety (90) days after Buyer's notice to Seller of the Excluded Projects, a detailed proposal of what Seller believes would be a fair allocation of the shared costs for such Excluded Projects and for such Applicable Projects. Buyer and Seller shall enter into negotiations regarding the same and, if necessary, resolve any disagreement or dispute (a "Shared Costs Dispute") through the baseball arbitration process under paragraph (g) below. (iii) True -Up. If Buyer timely designates a project as an Excluded Project or timely revokes a designation, in either case, for which there had an Annual Statement for one or more prior years, then promptly following such designation or designation Buyer shall deliver to Seller a detailed statement (the "True -Up Statement") restating all prior applicable Annual Statements. The True -Up Statement for any newly designated Excluded Project shall exclude all Project Costs and Realized Cash, if any, for all prior periods. The True -Up Statement for any revoked designation shall include all Project Costs and Realized Cash, if any, for all prior periods. All True -Up Statements shall have a separate detailed accounting for the Wind Land and the Solar Land for each Annex A-4 LA\1906082.6 applicable prior year and shall include a calculation of whether, as restated, in any prior year there would have been any -Deferred Purchase Price owing to Seller. If so, Buyer shall include with the True -Up Statement a check payable to Seller equal to the Deferred Purchase Price owing for each such year together will interest thereon from the payment date for the applicable year to the date of payment an a per annum rate of ten percent (10%) compounded annually (the "True -Up Payment"). If Seller had received any payments of the Deferred Purchase Price in any prior year that, as reflected in the True - Up Statement, would not have been owing, then Seller shall retain all such prior payments ("Excess Payments") and have no obligation to refund same to Buyer; provided, however, that the Excess Payments together with interest at a per annum rate of ten percent (10%) compounded annually shall be credited to reduce Buyer's obligation to make future payments of the Deferred Purchase Price (whether for the Wind Land or the Solar Land). (iv) Seller Review. Seller may negotiate the check for the True -Up Payment without prejudice to its rights to review and audit the True -Up Statement. Seller may review and audit the True -Up Statement and the records relevant thereto within the same time frames as applicable to Annual Statements (adjusted for the time of year that the True -Up Statement is delivered). In addition, for avoidance of doubt, the deadlines in paragraph (d) with respect to conducting audits shall not apply to the extent applicable to auditing the calculations reflected in the True -Up Statement. (v) Safe Harbor. An Excluded Project shall not lose its status as such by virtue of a subsequent sale or change in use so long as Buyer's City Council had made a the good faith determination that the energy from the Excluded Project would serve the load of the Electric System (i.e., not be resold other than short term sales to manage load). Any subsequent sale or change in use occurring more than five (5) years after the designation shall be conclusively deemed not to cause an Excluded Project to lose its status as such. (d) Counterparty Tax -Exempt Financing. Buyer intends to arrange transactions with persons not affiliated with Buyer by which Buyer would sell or lease portions of the Applicable Land, sell power or otherwise realize value from the Applicable Projects. Some or all of the third parties may be eligible issuers for tax exempt obligations ("TE Counterparties"). If the existence of the Deferred Purchase Price in connection with any contemplated issuance by a TE Counterparty would impair such TE Counterparty's ability to issue tax exempt obligations to finance or refinance its Applicable Project or its Bond Counsel's ability to issue customary legal opinions for such transaction, then Buyer shall so notify Seller. Buyer and Seller shall explore, in consultation with TE Counterparty's Bond Counsel, whether there are ways Buyer and Seller could modify the agreements between Buyer and Seller (such as, but not limited to, furnishing of a deed of trust to Seller on the Applicable Land, and without changing the economics of their agreement) that would allow such TE Counterparty to issue tax exempt obligations and its Bond Counsel to issue such opinions. If such modification is not feasible in the opinion of such Bond Counsel, then Buyer shall have the right to prepay the Deferred Purchase Price with respect to the Applicable Project. Buyer shall furnish Seller all project agreements with the TE Counterparty for such Applicable Project along with a copy of Buyer's projections for the Applicable Project. The prepayment price shall be equal to the Annex A-5 LA\1906082.6 present value of the aggregate amount of consideration that would be paid to Seller as the Deferred Purchase Price ("FMV") based on Buyer's good faith projections submitted to the TE Counterparty. Buyer shall furnish to Seller all pro formas, budgets and cost and income projections related to the Applicable Project and other information reasonably requested by Seller in connection with the calculation of FMV. Buyer shall furnish to Seller its proposal for the FMV. If Seller objects to such proposal, Seller shall, within thirty (30) days furnish to Buyer its proposal for t:he FMV. If Buyer and Seller cannot agree upon the FMV, either Buyer or Seller may give notice to the other to initiate resolution of the disagreement or dispute (a "FMV Dispute") pursuant to the Baseball Arbitration process under paragraph (g) below. (e) Books and Records/Audit Rights. Buyer shall keep accurate and detailed books and records regarding all of the elements required for the calculation of the Deferred Purchase Price in accordance with customary practices for municipalities. Seller shall have the right to inspect, copy and/or audit the records of Buyer relating to the computation of the Adjusted Cash Position. Any such audit shall take place on reasonable advance notice during normal business hours at the offices of Buyer. No such audit or examination may commence after the January 31 following the fiscal year end in question unless a subsequent audit of subsequent fiscal years uncovers an underpayment to Seller of more than $50,000 that could reasonably suggest an issue with respect to prior years. Buyer and Seller shall cooperate with each other to seek to resolve any audit issues promptly, and in any event within four (4) months. If as a result of any audit, including any negotiation or arbitration regarding same any additional sum is owing: (a) from Buyer to Seller, Buyer shall pay to Seller such additional sum within fifteen (15) days following resolution, together with interest from applicable fiscal year end at the rate of ten percent (10%) per annum except as provided below or (b) from Seller to Buyer as a result of a prior overpayment by Buyer, then Seller shall refund to Buyer without interest the amount of such overpayment within fifteen (15) days following resolution. The fees and expenses of such audit shall be paid by Seller, unless the amount of the underpayment to Seller as determined by the audit was an amount equal to more than three percent (3%) of the payment actually made, in which event the fees and expenses of such audit shall be paid by Buyer. If there is an identified dispute (either prior to or after an audit) about whether a given amount of money is owing or not to Seller under this Annex A, Buyer may deposit such amount in an segregated interest bearing account, in which event (and in lieu of a ten percent (10%) per annum rate) the earnings on that account shall inure to Buyer and/or Seller in the same proportions as Buyer and/or Seller ultimately receive of the disputed amount. (f) Fair Allocation. Seller acknowledges that Buyer has informed it that any transaction Buyer may enter into with respect to the Applicable Land ("Included Transactions") may involve transactions relating to assets or projects other than those situated 'on the Applicable Land ("Excluded Transactions"). 'Given the importance to Seller of the Deferred Purchase Price, Buyer acknowledges and agrees that any Included Transactions must be on arm's-length, fair market value terms on a stand-alone basis. Accordingly, if Buyer enters into any Included Transaction with the same or related party as any Excluded Transaction, Seller shall have the right to examine all terms and agreements of both transactions. If Seller believes that the terms of the Included Transaction are not arm's-length, fair market value terms on a stand-alone basis, then Seller shall deliver to Buyer, not later than ninety (90) days after Buyer's notice to Seller of the Included Transaction, a detailed proposal of what Seller believes would be arm's-length, fair market value terms on a stand-alone basis for the Included Transaction and the reasons therefor. Annex A-6 LA\1906082.6 Buyer and Seller shall enter into negotiations regarding the same and, if necessary, resolve the matter through the baseball arbitration process under paragraph (f) below. The resolution of any such disagreement or dispute (a "Fair Allocation Dispute") shall affect only the calculation of the Deferred Purchase Price and shall not affect the rights and obligations as between Buyer and the other party to the relevant Included Transaction ; and Excluded Transaction (or its lenders). Similarly, Buyer shall make a fair allocation as between any Wind Land Projects and any Solar Land Projects, which allocation shall also be subject to the baseball arbitration process under paragraph (g) below. For purposes hereof, "Dispute" means any Shared Costs Dispute, FMV Dispute or Fair Allocation Dispute. (g) Baseball Arbitration. Either Party may initiate binding arbitration with respect ,to any Dispute by making a written demand for binding arbitration before an arbitrator that is a former judge or attorney with experience resolving major commercial disputes within the electric industry with JAMS, its successor or any other mutually agreeable arbitrator (the "Baseball Arbitrator"). The Parties shall cooperate with one another in promptly selecting the Baseball Arbitrator and in scheduling the arbitration to commence no later than ninety (90) days from the date of the initial written demand for binding arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually acceptable Baseball Arbitrator, the Baseball Arbitrator shall be appointed as provided for in California Code of Civil Procedure Section 1281.6. Upon'either Party's written demand for binding arbitration, such Dispute, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration before the Baseball Arbitrator, in accordance with the laws of the State of California, without regard to principles of conflicts of laws. Except as provided for herein, the arbitration shall be conducted by the Baseball Arbitrator in accordance with the rules and procedures for arbitration of complex business disputes for the organization with which the Baseball Arbitrator is associated, and in accordance with the following: (a) At least fourteen (14) business days prior to the Hearing (as defined below), each Party shall submit to the Baseball Arbitrator (X) in the case of any Shared Costs Dispute, a detailed proposal of what such Party believes would be a fair allocation of the shared costs for the relevant Excluded Projects and the relevant Applicable Projects, together with all underlying backup data supporting such proposal; (Y) in the case of any FMV Dispute, a detailed proposal for the FMV, together with all underlying backup data supporting such proposal; and (Z) in the case of any Fair Allocation Dispute, a detailed proposal of what such Party believes would be arm's- length, fair market value terms on a stand-alone basis for the Included Transaction and the reasons therefor, together with all underlying backup data supporting such proposal, and such Party's resulting calculation of the proper Deferred Purchase Price (any proposal described in clauses (X), (Y) or (Z), a "Party Proposal"). Each Party Proposal may not be 'revised or retracted following the delivery thereof. The Baseball Arbitrator shall provide each Party a copy of the other Party's Party Proposal no later than ten (10) days prior to the Hearing (or such shorter period as is reasonably agreed to by the Parties given the circumstances at the time of the arbitration). (b) Notwithstanding the rules and procedures that would otherwise apply to the arbitration, and unless the Parties agree to a different arrangement, the place of the arbitration shall be in Los Angeles County, California. Annex A-7 LA\1906082.6 (c) All direct testimony in the arbitration shall be submitted in the form of affidavits or declarations under penalty of perjury. (d) Each Party shall cooperate in making available for cross- examination at the arbitration hearing (the "Hearing") its witnesses whose direct testimony has been so submitted. (e) Following the Hearing, the Baseball Arbitrator shall, as an arbitration award, select one Party's Party Proposal or the other, and shall have no authority to compromise or award something in between the two. Party Proposals. (f) Judgment on the award may be entered in any court having jurisdiction. (g) The Baseball Arbitrator shall, in any award, allocate all of the costs of the binding arbitration (other than each Party's individual attorneys' fees and costs related to such Party's participation in the arbitration, which fees and costs shall be borne by such Party), including the fees of the Baseball Arbitrator, to the Party whose Party Proposal was not selected. Until such award is made, however, the Parties shall share equally in paying the costs of the arbitration. (h) No Obligation to Undertake Projects. Nothing in this Annex A obligates Buyer to undertake any projects. Moreover, nothing in this Annex A precludes Buyer from taking actions (such as dedicating land for recreation or conservation) that arguably may not be intended to maximize profits. (i) Termination upon Sale by Buffer. For avoidance of doubt, the obligations under this Annex A shall terminate with respect to any interest in the Applicable Land or Applicable Projects sold or otherwise transferred by Buyer to any entity not controlled by or related to Buyer and shall not be an obligation of any such buyer or transferee. 0) Separate Calculation. The Deferred Purchase Price shall be separately calculated for each of the Wind Land and the Solar Land so that Project Costs and Receipts shall not be aggregated, and there shall be no Project Costs or Receipts that are double counted between the Wind Land, the Solar Land and/or any other projects. Annex A-8 LA\ 1906082.6 EXHIBIT A DESCRIPTION OF WIND LAND Parcel 1: (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefore, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 181-190-15) The West half of Fractional Section 31, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A -I LA\l 906082.6 Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36'h East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according t6the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided'/z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided % interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-030-05) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. Exhibit A-2 LA\1906082.6 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel 14: (APN: 443-010-02) Section 23, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-010-01) Fractional Section 3, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots 1 and 2 of the Northeast quarter, the South half of the Northeast quarter; and the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) Fractional Section 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, MountDiablo Base and Meridian, in the un-incorporated. area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel 19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 444-020-09) The West half of the Northeast quarter, the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-3 LA\1906082.6 Parcel 21: (APN: 444-010-13) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated Area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 444-040-09, 11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35. East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian; in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-4 LA\1906082.6 Parcel 30: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 Bast, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 444-080-09) Section 9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-5 LA\1906082.6 Parcel 39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeast quarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346; Page(s) 421 of Deeds. Parcel 45: (APN: 444-110-08) Section 35, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter, the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Exhibit A-6 LAU 906082.6 Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 444-040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-050-04) Section 25, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area,,County of Kern, State of California, according to the Official Plat thereof. Parcel`52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55:. (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-7 LA\1906082.6 F,XHIBIT A-1 DESCRIPTION OF SOUTHERN RUDNICK PROPERTY EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-1 . LA\1906082.6 Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13,1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Exhibit A-1-2 LA\1906082.6 Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. WESTERN SOLAR LAND Parcel 19: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof: Parcel 20: (APN: 153-070-03) The Southwest quarter of the Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-3 LA\1906082.6 Parcel 22: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 23: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 27: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 153=100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 29: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 30: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 31: (APN: 153-110-03) Exhibit A-1-4 LA\ 1906082.6 Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 32: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 33: (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 34: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 35: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. EASEMENT PARCELS Parcel 36: (APN: 153-170-01) Section 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel37: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1 /16t" of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Parcel 38: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 39: (APN: 153-180-04) Exhibit A-1-5 LA\1906082.6 The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 40: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 42: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 43: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 44: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed. recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Exhibit A-1-6 LA\1906082.6 Parcel 45: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.. Except an undivided11/2 interest in all oil, gas and hydrocarbon.substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 47: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided''/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 48: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 49: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 50: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN 153-051-03) Section25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-7 LA\1906082.6 Parcel 53: (APN 153-070-05) Lots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 56: (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 57: (APN 153-130-01) Fractional Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit A-1-8 LAU 906082.6 EXHIBIT B LIST OF MINERAL, ENERGY AND OTHER LEASES . Mineral Extraction Lease dated September 29, 2003, by and between Carlton Global Resources, LLC, a Delaware limited liability company, as lessee, and Seller, as lessor, as the same has been amended, restated, supplemented or otherwise modified prior to the Effective Date. 0 Exhibit 13-1 LA\1906082.6 EXHIBIT C FORM OF GRANT DEED RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO, AND SEND TAX STATEMENTS TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Jeff Harrison, Esq., City Attorney (Space Above This Line For Recorder's Use Only) The undersigned grantor declares: Documentary Transfer Tax not shown pursuant to Section 11932 of the California Revenue and Taxation Code, as amended APNs: See Exhibit A GRANT DEED FOR VALUE RECEIVED, ReNu RESOURCES, LLC, a Delaware limited liability company ("Grantor"), hereby grants to the CITY OF VERNON, a California chartered city ("Grantee"), all of its right, title and interest in and to the following property: (a) that certain real property situated in the County of Kern, State of California, described on Exhibit A attached hereto and by this reference incorporated herein (the "Wind Land"), subject to all matters of record and subject to the reservations described on Exhibit A. (b) the buildings, structures, fixtures and other improvements, if any, affixed to or located on the Wind Land. (c) except for the Excluded Mineral Rights (as defined below), all oil, gas and other hydrocarbon substances or other mineral rights on and under the Wind Land. (d) except for the Excluded Subsurface Water (as defined below), all water, water stock and water rights on and under the Wind Land. (e) all rights, easements and rights -of -way appurtenant to, or used in connection with, the beneficial use and enjoyment of the Wind Land. "Excluded Mineral Rights" means all rights to minerals located 500 feet or more below the surface of the Wind Land; provided, however, that Grantor hereby grants Grantee, and the Excluded Mineral Rights and the Excluded Subsurface Water (as defined below) shall not Exhibit C-1 LA\1906082.6 include, the right to use whatever geological features, if any, in or under the Wind Land that are useful for the storage of compressed gasses and designated from time to time by Grantee. "Excluded Subsurface Water" means all rights to any subsurface water located 500 feet or more below the surface of the Wind Land to the extent such water is in excess of any subsurface water to be used by Grantee (or its successors and assigns) on or adjacent to the Wind Land. [signature page follows] Exhibit C2 LA\1906082.6 IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of October , 2008. ReNu RESOURCES, LLC, a Delaware limited liability By: Name: Title: Exhibit C3 LA\1906082.6 State of California County of On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit C4 LA\1906082.6 EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION [see attached] Exhibit C5 LA\1906082.6 SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX Document No. Recorded October _, 2008 STATEMENT OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT RECORD IN THE OFFICE OF THE COUNTY RECORDER (PURSUANT TO SECTION 11932 REVENUE AND TAXATION CODE) TO: Recorder County of Kern Request is hereby made in accordance with the provisions of the Documentary Transfer Tax Act that the amount of the tax due not be shown on the original document which names: Grantor: ReNu RESOURCES, LLC, a Delaware limited liability company Grantee: CITY OF VERNON, a California chartered city The property described in the accompanying document is located in the County of Kern, State of California. The amount of tax due the County of Kern on the accompanying document is X Computed on full value of property conveyed. OR Computed on full value, less liens and encumbrances remaining at the time of sale. ReNu RESOURCES, LLC, a Delaware limited liability By: Name: Title: Exhibit C6 LA\1906082.6 EXHIBIT D PROPERTY DOCUMENTS 1. Preliminary wind development report by Sandbar Explorations, dated November 4, 2007 2. Follow-up wind development report prepared by V-bar Explorations, dated August 16, 2008 3. Transmission report prepared by PDS Consulting and TOR Engineers, dated August 21, 2008 4. Critical issues report prepared by EDAW, dated August 13, 2008 5. Final Phase I and II environmental report, dated September 29, 2008 Exhibit D-1 LA\1906082.6 EXHIBIT E FORM OF ESTOPPEL CERTIFICATE [see attached] Exhibit E-1 LA\1906082.6 Wlwwac .WtSe.Lil cy wavail ktbtla d An 0O.1 Rrrg3ltrc , t>l ��+C_ to C ixlkrrr�ir , Unliard. lbbilit I) is i � -xwaof �"+�y� <tr, i scta��:ar�s mitt, �� �c�+l��r:ltr I �`'4.� ,. 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A#m art. Kevin ",i'=to 16. '1144.UYJ ; t . r P 6culadv .O Lcsxok doLy ► nrjuXI O. "d fbIly ;illtn£l l to e irr to . r tnttxt ttr etn i htait a�1` 1 &umw ar- d l r�fry bt & C. :. Th i% T a.-tn P) flerkrowde i t ma& in ItIS '(f Im W, "welio's wWWI pospeedw, porch.- i nrtr :hrr cs rt. u) at.�rtx�r�t,Atr oril 4 Alto &,s b- l t€r ttt tt 3 a ' l=�tvprst�t C��wttt� ' n. �lt�l. at�tr�ta i�. Ott. tsl` 1t I t°e`tJ; i<C� �tirtr: v aytCr lYartSi *tt t "Ulivi :ate ' mot, l w, oo.gW Pmi z od, cxr 1.1 Rm!� --it) m, a=la with tvAptv'hdt,,orimy p t,mn rtrrrwt� y -wNu .my pm Wa [-1rt c"rrt f1ty t:1sp.=6a, ar A tip s, ukjwA4zQes tled ogx , tart M9 r;MDMt Crollut~ot n.;� mli � . v ppm The r tr rtSped hemb : ueNdm h) re-c' ul, ulos l:arti jyxlht l� xlk"; 4.oj ter t-_' 14Z (or 4G- klAcr Vpm URS' ."rs Or* OvOgn.W;� j Th+v asm :no ] %i`'t " to tial' a i%'" ;in,# aqr wifi y.' RenA 44'a ny chunge i t1 txaurrtsrtsar►: r_ ,x . �"ti`li;s 'cnrh�it:t� T�irt ltlKr�t�r'tr!r;�IR�1 K:°irtt8ilit:t� lii:.2�':�ta l.1>t`it�G`r t���r.^t�.. EXHIBIT F FORM OF ASSIGNMENT ASSIGNMENT This instrument is executed and delivered to be effective as of October _, 2008, by and between ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"), and the CITY OF VERNON, a California chartered city ("Buyer"), covering the real property described in Exhibit A attached hereto ("Real Property"). Capitalized terms used herein and not otherwise defined herein have the meanings provided them in that certain Amended and Restated Purchase Agreement and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008, by and between Seller and Buyer (the "Purchase Agreement"). 1. Assi ing Went. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer the following property: (a) all of Seller's right, title and interest in and to the leases ("Leases") and security deposits ("Security Deposits") described in Exhibit B attached hereto relating to the Real Property; (b) all of Seller's rights, remedies, privileges and claims ("Rights and Remedies") with respect to the contracts described in Exhibit C attached hereto (the "Contracts") to the extent the Rights and Remedies relate to any real or person property acquired thereunder and acquired by Buyer pursuant to the Purchase Agreement, including, without limitation: (i) any right Seller may have to indemnification under the Contracts; and (ii) Seller's Rights and Remedies with respect to any breach by any other party to the Contracts of its representations, warranties or covenants thereunder; and (c) all of Seller's right, title and interest in and to (i) all certificates of occupancy and governmental licenses and permits relating to the Wind Property, if any, (ii) all contracts and/or agreements, if any, relating to (1) the management, upkeep, repair, maintenance or operation of the Wind Property and/or (2) the design, construction, rehabilitation and/or modification of the improvements or any portion thereof (including, without limitation, (x) any rights of Seller to proceed against contractors, architects, engineers and consultants (and any of their respective insurers under "additional insured" endorsements or otherwise), and (y) any causes of action accruing against any of the foregoing prior to Closing, in each case in connection with any defects in the WL Improvements or otherwise), and (iii) construction and equipment warranties and guarantees, if any. Buyer hereby accepts such assignment of the Leases and hereby assumes and agrees to be bound by and to perform, as of the date hereof, Seller's obligations, covenants and agreements under the Leases accruing on or after the date hereof (but specifically excluding any assumption of any pre-existing defaults that continue to remain uncured), and Buyer further assumes all liability of Seller for the proper refund or return of the Security Deposits if, when, and as required by the Exhibit F-1 LA\1906082.6 terms of -the Leases or otherwise by law. Buyer hereby accepts the assignment of Rights and Remedies, and the property described in clause (c), with the understanding that Buyer does not assume, and Seller does not assign, any of Seller's obligations, liabilities, covenants or agreements under the Contracts, or the contracts and or agreements described in clause (c). 2. Successors and Assigns: This instrument is binding upon, and shall inure to the benefit of Seller and Buyer and their respective heirs, legal representatives, successors and assigns. 3. Power and Authority. Each of Buyer and Seller represents and warrants to the other that it is fully empowered and authorized to execute and deliver this instrument, and that the individual signing this instrument on its behalf is fully empowered and authorized to do so. [signature page follows] Exhibit F-2 LA\1906082.6 IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed effective as of the date written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, ATTEST: a California chartered city By: By: Name: Name: Title: Title: APPROVED AS TO FORM: By: Name: Title: Exhibit F-3 LA\1906082.6 EXHIBIT A TO ASSIGNMENT DESCRIPTION OF REAL PROPERTY [see attached] Exhibit F-4 LA\1906082.6 EXHIBIT B TO ASSIGNMENT LEASES Mineral Extraction Lease dated September 29, 2003, by and between Carlton Global Resources, LLC, a Delaware limited liability company, as lessee, and Seller, as lessor, as the same has been amended, restated, supplemented or otherwise modified prior to the Effective Date. Exhibit F-5 LA\1906082.6 EXHIBIT C TO ASSIGNMENT CONTRACTS 1. Purchase and Sale Agreement and Joint Escrow Instructions executed as of February 4, 2008, by and between Rudnick Estates Trust, Oscar Rudnick Trustee, and Seller, as amended, supplemented or otherwise modified pursuant to (i) that certain First Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of July 30, 2008, (ii) that certain Second Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 2, 2008, (iii) that certain Third Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 4, 2008, (iv) that certain Fourth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 10, 2008, (v) that certain Fifth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 19, 2008, (vi) that certain Sixth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, (vii) that certain Seventh Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of September 26, 2008, and (viii) that certain Eighth Amendment of Purchase and Sale Agreement and Joint Escrow Instructions executed as of October 2, 2008 (as so amended, the "Rudnick Purchase Agreement"). 2. Estoppel Letter executed by Carlton Global Resources, LLC, a Delaware limited liability company, and delivered to Seller in connection with the closing under the Rudnick Purchase Agreement. Exhibit F-6 LA\1906082.6 EXHIBIT G FORM OF NOTICE TO TENANTS [Seller's Letterhead] October , 2008 Carlton Global Resources, LLC 1940 Albany Street Tehachapi, California 93561 Attention: Kevin Tack Re: Onyx Ranch (the "PropertX") Ladies and Gentlemen: With reference to your lease of a portion of the Property and certain BLM mining claims, pursuant to that certain Mineral Extraction Lease dated September 29, 2003 (as amended prior to the date hereof, the "Lease" ), please be advised that ReNu Resources, LLC, a Delaware limited liability company ("Seller"), has this day sold and transferred the Property and its interest in the Lease to the City of Vernon, a California chartered city ("Buyer'). Until you receive further notice from Buyer, all rent checks and other payments under the Lease should henceforth be made payable to Buyer and mailed or delivered to its office at the following address: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Rory Burnett, Director of Finance All notices to the landlord under the Lease should also be addressed to Buyer at the foregoing address. Very truly yours, SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: Exhibit G-1 LA\ 1906082.6 EXHIBIT H DISCLOSED CONDITIONS Findings and recommendations of Kennedy/Jenks Consultants in its Phase I Environmental Site Assessment and Limited Phase II Soil Investigation, Kelso Valley Wind, Kern County, California dated September 29, 2008, prepared for Western Development & Storage. Exhibit H-1 LA\1906082.6 EXHIBIT I DESCRIPTION OF ELIGIBLE EASTERN SOLAR LAND Parcel 1: (APN 153-140-05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit I-1 LA\1906082.6 Parcel 9: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 Bast, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to. the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Exhibit I-2 LA\1906082.6 Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records, Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section.1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit I-3 LA\1906082.6 EXHIBIT I-1 DESCRIPTION OF ELIGIBLE WESTERN SOLAR LAND Parcel 1: (APN: 153-070-02) Lots 1 and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-070-03) The Southwest quarter of the Southwest quarter of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-090-01) Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit I-1-1 LA\1906082.6 Parcel 9: (APN: 153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN:153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 153-120-04) The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 153-120-07) The East half of the Northeast quarter, the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit I-1-2 LA\1906082.6 EXHIBIT J FORM OF MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) The City of Vernon ) 4305 Santa Fe Avenue ) Vernon, California 90058 ) Attention: Jeff Harrison, Esq., ) City Attorney ) Above Space for Recorder's Use MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE. AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Memorandum"), dated as of October _, 2008, is made by and between the CITY OF VERNON, a California chartered city (`Buy-er."), and ReNu RESOURCES, LLC, a Delaware limited liability company ("Seller"). Capitalized terms used in this Memorandum without definition have the meanings provided them in the Purchase Agreement (as defined below). WITNESSETH: Buyer and Seller do hereby acknowledge that: 1. Purchase Agreement. Buyer and Seller are parties to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Buyer has acquired a fee simple interest in all that certain parcel of land situated in Kern County, California consisting of approximately 29,722.44 acres, as more particularly described in Exhibit A attached hereto (the "Wind Land"), subject to certain Seller Retained Easements. 2. Deferred Wind Purchase Price. As part of the consideration for the Wind Land, Seller is entitled to receive certain deferred payments, if and to the extent provided in the Purchase Agreement. 3. Purpose. This Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the provisions of the Purchase Agreement. This Memorandum is subject to all of the provisions of the Purchase Agreement and, in the event of any inconsistency between the provisions of the Purchase Agreement and this Memorandum, the provisions of the Purchase Agreement shall prevail. Exhibit J-1 LA\ 1906082.6 4. Other Provisions. The other provisions of the Purchase Agreement, including, without limitation, those pertaining to the terms of any purchase and sale of the Property, shall be as provided in the Purchase Agreement, which, by this reference, are incorporated herein. 5. Counterparts. This Memorandum may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] Exhibit J-2 LA\1906082.6 IN WITNESS WHEREOF, the parties hereto have duly executed this Memorandum as of the day and year first written above. SELLER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: BUYER: CITY OF VERNON, a California chartered city By: Name: Title: ATTEST: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: LA\1906082.6 Exhibit J-3 State of California ) County of ) On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit J-4 LA\1906082.6 EXHIBIT A TO MEMORANDUM OF AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS LEGAL DESCRIPTION [see attached] Exhibit J-5 LA\1906082.6 EXHIBIT K DESCRIPTION OF WL TRANSMISSION EASEMENT AGREEMENT PROPERTY Parcel 1: (APN: 153-170-01) Section 27, Township 29. South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except l/16"` of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Parcel 3: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 4: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 5: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Exhibit K-1 LA\1906082.6 Parcel 7: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel' 8: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 9: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 10: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided '/2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 12: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-2 LA\ 1906082.6 Except an undivided % interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 13: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14: (APN: 442-040-01) The West, half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 15: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel16: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Exhibit K-3 LA\1906082.6 EXHIBIT M FORM OF MEMORANDUM OF OPTION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Jeff Harrison, Esq., City Attorney Above Space for Recorder's Use MEMORANDUM OF OPTION THIS MEMORANDUM OF OPTION (this "Memorandum"), dated as of October _, 2008, is made by and between ReNu RESOURCES, LLC, a Delaware limited liability company ("Owner'), and the CITY OF VERNON, a California chartered city ("Option Holder"). Capitalized terms used in this Memorandum without definition have the meanings provided them in the Purchase Agreement (as defined below). WITNESSETH: Owner and Option Holder do hereby acknowledge that: 1. Purchase Agreement. Owner and Option Holder are parties to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 8, 2008 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Option Holder has the exclusive right to purchase, among other things (the "Option") (a) a fee simple interest in up to 5,000 acres designated by Option Holder from among (i) those parcels located in Kern County, California described on Exhibit A attached hereto and (ii) those parcels located in Kern County, California described on Exhibit B attached hereto (collectively, the "PropertX") and (b) certain easements benefiting the Property. 2. Exercise of the Option. Pursuant to the terms of the Purchase Agreement, the Option must be exercised, if at all, within not later than the third anniversary of the date of this Memorandum. The terms pursuant to which the Option may be exercised are as set forth in the Purchase Agreement. . 3. Purpose. This Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the provisions of the Purchase Agreement. This Memorandum is subject to all of the provisions of the Purchase Agreement and, in the event of any inconsistency between the provisions of the Purchase Agreement and this Memorandum, the provisions of the Purchase Agreement shall prevail. Exhibit M-1 LA\1906082.6 4. Other Provisions. The other provisions of the Purchase Agreement, including, without limitation, those pertaining to the terms of any purchase and sale of the Property, shall be as provided in the Purchase Agreement, which, by this reference, are incorporated herein. 5. Counterparts. This Memorandum may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [The remainder of this page is intentionally left blank.] Exhibit M-2 LA\1006082.6 IN WITNESS WHEREOF, the parties hereto have duly executed this Memorandum as of the day and year first written above. OWNER: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: OPTION HOLDER: CITY OF VERNON, a California chartered city By: Name: Title: ATTEST By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Exhibit M-3 LA\1906082.6 State of California ) County of ) On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit M-4 EXHIBIT A TO MEMORANDUM OF OPTION LEGAL DESCRIPTION [see attached] Exhibit M-5 LA\ 1906082.6 EXHIBIT N FORM OF WL GENERAL TRANSMISSION EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Attention: Jeff Harrison, Esq., City Attorney TRANSMISSION EASEMENT THIS TRANSMISSION EASEMENT (this "Easement Agreement") is made as of October 2008, by ReNu RESOURCES LLC, a Delaware limited liability company ("Grantor"), to the CITY OF VERNON, a California chartered city ("Grantee"), with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Transmission Easement Area"). B. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions by and between Grantor and Grantee and dated as of October 8, 2008 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements in, over, across and through a portion of the Transmission Easement Area appurtenant to and benefiting the Appurtenant Property, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Appurtenant Property located in, over, across and through the Transmission Easement Area (i) to permit Grantee to access and use electric power transmission lines of (collectively, the "Transmission Owners") the Los Angeles Department of Water and Power ("LADWP" ), Southern California Edison ("SCE") and any other applicable transmission owner (the "Transmission Easement") and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with the Access Requirements (as defined below). For the purposes of this Easement Agreement, Exhibit N-1 LA\1906082.6 "Access Requirements" shall consist of the following: (x) any use of the Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Transmission Easement shall not interfere in any material respect with Grantor's use of the Transmission Easement Area. 2. Effectiveness. Grantee shall have no right to use the Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Transmission Easement within the Transmission Easement Area ("Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Transmission Easement, which shall amend and restate this Easement Agreement to, among other things, amend Exhibit A hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Transmission Easement Area that are not part of the Specific ,Transmission Easement Route ("Amended and Restated Transmission Easement"), on such terms and conditions provided in the PSA. Grantor has provided Grantee with a copy of a report from PDS Consulting regarding, transmission issues ("Transmission Report"). If approved by Grantee, which approval shall not be unreasonably withheld, the Specific Transmission Easement Route shall be the route shown in the Transmission Report from the Appurtenant Land to LADWP at both the Pine Tree Substation and the Barren Ridge Substation and to SCE at SCE's forthcoming Tehachapi Sub 1 Substation. If reasonably disapproved by Grantee, Grantee and Grantor shall agree upon a reasonable alternate route for the Specific Transmission Easement Route. Once Grantee and Grantor have agreed to the Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Transmission Easement, which shall contain those provisions required pursuant to Section 1(d) of the PSA with respect to the "WL Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (E) of Section I(d)(ii) of the PSA, b. provisions providing for three separate one-time rights in favor of Grantee to designate, until the Wind Permitting Date (as defined in the PSA), alternate routes for the Specific Transmission Easement Route for interconnection with LADWP, SCE or one other Transmission Owner, if any, respectively, as provided in Section 1(d)(iii) of the PSA, subject to the last paragraph of Section 1(d)(v) of the PSA, C. provisions providing for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section I(d)(iii) of the PSA, d. provisions providing for Grantor's right to request, and Grantee's duty to agree to, amendments to the Amended and Restated Transmission Easement to exclude portions of the Transmission Easement Area upon the terms and conditions of Section 1(d)(v) of the PSA, Exhibit N-2 LA\I906082.6 e. a provision that, except as provided in the last sentence of clause (iii) of Section l (d) of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 1(d)(vi) of the PSA, and f.. provisions providing for Grantor's right, at any time following the first anniversary of the date hereof, to request that the Amended and Restated Transmission Easement, as the same may be amended or restated; be amended to exclude portions of the Transmission Easement Area on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 1(d)(iv) of the PSA. 3. Term. If the Amended and Restated Transmission Easement has not been executed and recorded on or before the first anniversary of the date hereof for reasons other than Grantor's default under the PSA, this Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the. Amended and Restated Transmission Easement, no additional payment shall be required of Grantee for the Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of any portion of the Transmission Easement Area to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Transmission Easement and rights granted in this Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Transmission Easement Area, but all of the provisions of this Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Transmission Easement Area or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assipans, Covenants Running with the Land. This Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Easement Agreement. shall be enforceable as equitable servitudes and constitute covenants Exhibit N-3 LA\1906082.6 running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other. provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The , remedies permitted or available pursuant to the provisions of this Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the ",Indemnified Parties and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. [Remainder of Page Intentionally Left Blank] Exhibit N-4 LA\1906082.6 IN WITNESS WHEREOF, Grantor and Grantee have executed this Easement Agreement as of the date first set forth above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: GRANTEE: CITY OF VERNON, a California chartered city By: Name: Title: ATTEST: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: LA\1906082.6 Exhibit N-5 ACKNOWLEDGMENT State of California ) County of ) On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit N-6 LA\1906082.6 EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF TRANSMISSION EASEMENT AREA [see attached] Exhibit N-7 LA\1906082.6 EXHIBIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF APPURTENANT PROPERTY [see attached] Exhibit N-8 LA\1906082.6 EXHIBIT O FORM OF WL GENERAL MISCELLANEOUS EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: The City of Vernon 4305 Santa Fe Avenue Vernon, California 90058` Attention: Jeff Harrison, Esq., City Attorney ACCESS EASEMENT AND LICENSE AGREEMENT THIS ACCESS EASEMENT AND LICENSE AGREEMENT (this "Agreement") is made as of October _, 2008, by ReNu RESOURCES LLC, a Delaware limited liability company ("Grantor"), to the CITY OF VERNON, a California chartered city ("Grantee"), with reference to the following recitals: RECITALS A. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Access Easement Area"). B. Grantor owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto the "License Area"). C. Concurrent hereto, Grantor sold and conveyed to Grantee that certain real property located in the unincorporated areas of Kern County, as described on Exhibit C attached hereto ("Appurtenant Property"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions by and between Grantor and Grantee and dated as of October 8, 2008 (the "PSA"). D. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Access Easement Area appurtenant to and benefiting the Appurtenant Property, on the terms and conditions set forth herein, and (ii) an irrevocable, non-exclusive license to access the License Area for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Appurtenant Property located in, over, across and through the Access Easement Area to permit Grantee (1) to access utilities, and (2) to access Exhibit 0-1 LA\1906082.6 (or, with the consent of Grantor not to be unreasonably withheld, construct) roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Appurtenant Property to access the relevant utilities or constructing roads on the Appurtenant Property to access the relevant utilities over the costs that would be incurred from using the Access Easement Area) on the Appurtenant Property or within or adjacent to the WL Specific Transmission Easement Route (as defined in the PSA) (the "Access Easement"). For the purposes of this Agreement, "Access Requirements" shall consist of the following: (x) any use of the Access Easement or the License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Access Easement or the License shall not interfere in any material respect with Grantor's use of the Access Easement Area or the License Area, as applicable. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to'access the License Area for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to Grantee's development of the Appurtenant Property, in each case in a manner that is consistent with the Access Requirements (collectively, the "License"). 3. Effectiveness. Grantee shall have no right to use the Access Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Access Easement within the Access Easement Area ("Specific Access Easement Locations"), and (ii) entered into an Amended and Restated Access Easement and License Agreement, which shall amend and restate this Agreement to, among other things, amend Exhibit A hereto to include only the Specific Access Easement Locations and delete and release any extraneous portions of the Access Easement Area that are not part of the Specific Access Easement Locations ("Amended and Restated Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Once Grantee and Grantor have agreed to the Specific Access Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 1(e) of the PSA with respect to the "WL Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation, (i) the conditions and restrictions set forth in clauses (A) through (D) of Section I(e)(ii) of the PSA; (ii) provisions providing for Grantor's right, at any time following the date hereof, to request that the Amended and Restated Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Access Easement Area on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Access Easement could not lie upon such areas subject to such amendment request, as provided in Section I(e)(iii) of the PSA; and (iii) a provision that the use of the Access Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section l(e)(iv) of the PSA. 4. Term. If the Amended and Restated Access Easement and License Agreement has not been executed and recorded on or before the Wind Permitting Date (as Exhibit 0-2 LA\1906082.6 defined in the PSA) for reasons other than Grantor's default under the PSA, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release and reconvey the Access Easement. The License shall expire on the first anniversary of the date of commencement of commercial operation of the Wind Project (as defined in the PSA), and Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Seller to release and reconvey the License following its expiration. 5. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Access Easement and License Agreement, no additional payment shall be required of Grantee for the Access Easement or the License. 6. No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Access Easement Area or the License Area to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Access Easement, the License and rights granted in this Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 7. Mortgagee Protection. No breach or violation of this Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Access Easement Area or the License Area, but all of the provisions of this Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Access Easement Area or the License Area, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 9. Successors and Assigns; Covenants Running with the Land. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 10. Severability. If any provision of this Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. Exhibit 0-3 LA\1906082.6 11. Complete Understanding. This Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Agreement may not be amended except in writing by the parties hereto or their successors. 12. Article Headings. Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. 13. Recordation of the Easement. Grantee shall accept this Agreement and cause the same to be recorded in the office of the Kern County Recorder. 14. Remedies. In the event of any breach or threatened breach of any provision of this Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 15. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. [Remainder of Page Intentionally Left Blank] Exhibit 0-4 LA\1906082.6 IN WITNESS WHEREOF, Grantor and Grantee have executed this Access Easement and License Agreement as of the date first set forth above. GRANTOR: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: GRANTEE: CITY OF VERNON, ATTEST: a California chartered city By: By: Name: Name: Title: Title:. APPROVED AS TO FORM: By: Name: Title: Exhibit 0-5 LA\1906082.6 State of California ) County of ) On personally appeared before me, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit 0-6 LA\1906082.6 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF ACCESS EASEMENT AREA [see attached] Exhibit 0-7 LA\1906082.6 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF LICENSE AREA [see attached] Exhibit 0-8 LA\1906082.6 EXHIBIT C TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF APPURTENANT PROPERTY [see attached] Exhibit 0-9 LA\1906082.6 EXHIBIT P FORM OF SELLER RETAINED GENERAL TRANSMISSION EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: TRANSMISSION EASEMENT THIS TRANSMISSION EASEMENT (this "Easement Agreement") is made as of October _, 2008, by the CITY OF VERNON, a California chartered city ("Grantor"), to ReNu RESOURCES LLC, a Delaware limited liability company ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Appurtenant Property"). B. Concurrent hereto, Grantee sold and conveyed to Grantor that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Transmission Easement Area"), pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions by and between Grantor and Grantee and dated as of October 8, 2008 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor general easements in, over, across and through a portion of the Transmission Easement Area appurtenant to and benefiting the Appurtenant Property, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Appurtenant Property located in, over, across and through the Transmission Easement Area (i) to permit Grantee to access and use electric power transmission lines of (collectively, the "Transmission Owners") the Los Angeles Department of Water and Power ("LADWP"), Southern California Edison ("SCE") and any other applicable transmission owner (the "Transmission Easement"), and (ii) to permit any other Permissible Uses (as defined in the PSA), in each case in a manner that is consistent with Exhibit P-1 LA\1906082.6 the Access Requirements (as defined below). For the purposes of this Easement Agreement, "Access Requirements" shall consist of the following: (x) any use of the Transmission Easement shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Transmission Easement shall not interfere in any material respect with Grantor's use of the Transmission Easement Area. 2. Effectiveness. Grantee shall have no right to use the Transmission Easement until Grantor and Grantee shall have (i) determined, identified and agreed to a preferred, specific route for the Transmission Easement within the Transmission Easement Area ("Specific Transmission Easement Route"), and (ii) entered into an Amended and Restated Transmission Easement, which shall amend and restate this Easement Agreement to, among other things, amend Exhibit A hereto to include only the Specific Transmission Easement Route and delete and release any extraneous portions of the Transmission Easement Area that are not part of the Specific Transmission Easement Route ("Amended and Restated Transmission Easement'), on such terms and conditions provided in the PSA.. Once Grantee and Grantor have agreed to the Specific Transmission Easement Route, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Transmission Easement, which shall contain those provisions required pursuant to Section 2(c) of the PSA with respect to the "Seller Retained Specific Transmission Easement Agreement" referred to therein, including, without limitation: a. provisions permitting Permissible Uses; provided that the Permissible Uses shall be subject to the conditions and restrictions set forth in clauses (A) through (E) of Section 2(c)(ii) of the PSA, b. provisions providing for three separate one-time rights in favor of Grantee to designate, until the third anniversary of the earlier to occur of (x) the date that Grantor notifies Grantee in writing that it will not exercise the Option (as defined in the PSA), or (y) the date that the Option (as defined in the PSA) lapses in accordance with its terms, alternate routes for the Specific Transmission Easement Route for interconnection with LADWP, SCE and one other Transmission Owner, if any, respectively, as provided in Section 2(c)(iii) of the PSA, subject to the last paragraph of Section 2(c)(v) of the PSA, C. provisions providing for Grantee's right to request minor amendments to the Specific Transmission Easement Route to accommodate specific environmental or terrain concerns, as provided in Section 2(c)(iii) of the PSA, d. provisions providing for Grantor's right to request, and Grantee's duty to agree to, amendments to the Amended and Restated Transmission Easement to exclude portions of the Transmission Easement Area upon the terms and conditions of Section 2(d)(v) of the PSA, and e. a provision that, except as provided in the last sentence of clause (iii) of Section 2(c) of the PSA, the use of the Transmission Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2(c)(vi) of the PSA, and Exhibit P-2 LA\1906082.6 f. provisions providing for Grantor's right, at any time following the date hereof, to request that the Amended and Restated Transmission Easement, as the same may be amended or restated, be amended to exclude portions of the Transmission Easement Area on which Grantor will be constructing improvements or as to which Grantor otherwise has a need to clarify that the Transmission Easement could not lie upon such areas subject to such amendment request, as provided in Section 2(c)(iv) of the PSA. 3. Term. If the Amended and Restated Transmission Easement has not been executed and recorded on or before the Solar Permitting Date (as defined in the PSA) for reasons other than Grantor's default under the PSA, this Easement Agreement shall automatically expire and be of no further force or effect, and to confirm the same, Grantee shall execute, acknowledge where appropriate and deliver any reasonable documents submitted by Grantor to release this Easement Agreement. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Transmission Easement, no additional payment shall be required of Grantee for the Transmission Easement. 5. No Gift or Dedication. Nothing contained in this Easement Agreement shall be deemed to be a gift or dedication of any portion of the Transmission Easement Area to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Transmission Easement and rights granted in this Easement Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Easement Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Transmission Easement Area, but all of the provisions of this Easement Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Transmission Easement Area or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. 8. Successors and Assigns; Covenants Running with the Land. This Easement Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Easement Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Easement Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the Exhibit P-3 LA\1906082.6 fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Easement Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Easement Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Easement Agreement are for convenience only and are not intended to be used in interpreting or construing the'terms, covenants and conditions of this Easement Agreement. 12. Recordation of the Easement. Grantee shall accept this Easement Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Easement Agreement, the parties hereto may prosecute any proceedings at law or in equity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Easement Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Easement Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party. [Remainder of Page Intentionally Left Blank] Exhibit P-4 LA\1906082.6 IN WITNESS WHEREOF, Grantor and Grantee have executed this Easement Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: GRANTEE: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: By: Name: Title: APPROVED AS TO FORM: By: Name: Title: Exhibit P-5 LA\I906082.6 State of California County of ) On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit P-6 LA\1906082.6 EXHIBIT A TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF APPURTENANT PROPERTY [see attached] Exhibit P-7 LA\1906082.6 EXHIBIT B TO TRANSMISSION EASEMENT LEGAL DESCRIPTION OF TRANSMISSION EASEMENT AREA [see attached] Exhibit P-8 LA\1906082.6 EXHIBIT Q FORM OF SELLER RETAINED GENERAL MISCELLANEOUS EASEMENT AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ACCESS EASEMENT AND LICENSE AGREEMENT THIS ACCESS EASEMENT AND LICENSE AGREEMENT (this "Agreement") is made as of October _, 2008, by the CITY OF VERNON, a California chartered city ("Grantor"), to ReNu RESOURCES LLC, a Delaware limited liability company ("Grantee"), with reference to the following recitals: RECITALS A. Grantee owns that certain real property located in the unincorporated areas of Kern County, as described on Exhibit A attached hereto (the "Appurtenant Property"). B. Concurrent hereto, Grantee sold and conveyed to Grantor (i) that certain real property located in the unincorporated areas of Kern County, as described on Exhibit B attached hereto (the "Access Easement Area"), and (ii) that certain real property located in the unincorporated areas of Kern County, as described on Exhibit C attached hereto (the "License Area") pursuant to that certain Amended and Restated Purchase and Sale Agreement and Joint Escrow Instructions by and between Grantor and Grantee and dated as of October 8, 2008 (the "PSA"). C. Pursuant to the conditions to closing under the PSA, Grantor desires to grant to Grantee and Grantee desires to accept from Grantor (i) general easements in, over, across and through a portion of the Access Easement Area appurtenant to and benefiting the Appurtenant Property, on the terms and conditions set forth herein and (ii) an irrevocable, non-exclusive license to access the License Area for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals, the covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby declares as follows: 1. Easement. Grantor hereby grants to Grantee a non-exclusive easement and right-of-way appurtenant to and benefiting the Appurtenant Property located in, over, across Exhibit Q-1 LA\ 1906082.6 and through the Access Easement Area to permit Grantee (1) to exploit the Excluded Mineral Rights (as defined in the PSA) and the Excluded Subsurface Water (as defined in the PSA), and (2) to access and construct roads of any type (dirt, gravel or paved), in each case in a manner that is consistent with the Access Requirements (defined below), but only to the extent that any such access cannot reasonably be provided (including taking into account materially increased costs to Grantee resulting from using the Appurtenant Property to exploit the Excluded Mineral Rights (as defined in the PSA) and the Excluded Subsurface Water (as defined in the PSA) or construction of roads on the Appurtenant Property over the costs that would be incurred from using the Access Easement Area) on the Appurtenant Property or within or adjacent to the Seller Retained Specific Transmission Easement Route (as defined in the PSA) (the "Access Easement"). For the purposes of this Agreement, "Access Requirements" shall consist of the following: (x) any use of the Access Easement or the License (as defined below) shall be subject to the reasonable conditions Grantor may impose from time to time, including requirements of security, safety, insurance, coordination and advance scheduling, and indemnification; and (y) the use of the Access Easement or the License shall not interfere in any material respect with Grantor's use of the Access Easement Area or the License Area, as applicable. 2. License. Grantor hereby grants to Grantee an irrevocable, non-exclusive license to access the License Area for the purpose of conducting studies, investigations and tests thereon, and the physical components thereof, to the extent reasonably related to evaluating (x) Grantee's development of the Appurtenant Property and (y) Grantee's exploitation of the Excluded Mineral Rights and Excluded Subsurface Water, in each case in a manner that is consistent with the Access Requirements (collectively, the "License"). Grantee shall provide Grantor a copy of all documentation relating to any study, investigation or test conducted by it or its representatives on the License Area. 3. Effectiveness. Grantee shall have no right to use the Access Easement until Grantor and Grantee shall have (i) determined, identified and agreed to specific locations for the Access Easement within the Access Easement Area ("Specific Access Easement Locations"), and (ii) entered into an Amended and Restated Access Easement and License Agreement, which shall amend and restate this Agreement to, among other things, amend Exhibit A hereto to include only the Specific Access Easement Locations and delete and release any extraneous portions of the Access Easement Area that are not part of the Specific Access Easement Locations ("Amended and Restated Access Easement and License Agreement"), on such terms and conditions provided in the PSA. Prior to determining the Specific Access Easement Locations, Grantor shall be afforded a period not to exceed 120 days to perform geological and other studies and investigations for purposes of assessing whether the Specific Access Easement Locations would materially interfere with its rights to exploit the Geological Features Right (as defined in the PSA). If and to the extent that Grantor reasonably determines that such proposed action would materially interfere with its rights to exploit the Geological Features Right (as defined in the PSA), Grantor and Grantee shall cooperate to designate an alternate preferred route for the Specific Access Easement Locations, recognizing that the Geological Features Right is superior to the Excluded Mineral Rights (as defined in the PSA) and the Excluded Subsurface Water (as defined in the PSA). Once Grantee and Grantor have agreed to the Specific Access Easement Locations, Grantor and Grantee shall negotiate, execute and record the Amended and Restated Access Easement and License Agreement, which shall contain those provisions required pursuant to Section 2(d) of the PSA with respect to the "Seller Exhibit Q-2 LA\1906082.6 Retained Specific Miscellaneous Easement Agreement" referred to therein, including, without limitation, (i) the conditions and restrictions set forth in clauses (A) through (E) of Section 2(d)(ii) of the PSA; (ii) provisions providing for Grantor's right, at any time following the second anniversary of the date hereof, to request that the Amended and Restated Access Easement and License Agreement, as the same may be amended or restated, be amended to exclude portions of the Access Easement Area on which Grantor will be constructing improvements or'as to which Grantor otherwise has a need to clarify that the Access Easement could not lie upon such areas subject to such amendment request, as provided in Section 2(d)(iii) of the PSA; (iii) a provision that the use of the Access Easement shall be at no additional cost paid by Grantee to Grantor, subject to Grantee's obligation to satisfy any indemnity obligation as part of the Access Requirements, all as provided in Section 2(d)(iv) of the PSA; (iv) if and to the extent Grantor acquires the Solar Land (as defined in the PSA) in accordance with Section 12 thereof, Grantor and Grantee shall cooperate to determine a preferred route for the Access Easement on the Solar Land (as defined in the PSA), and Grantor'shall, at the request of Grantee, amend the Amended and Restated Access Easement to encumber a portion of the Solar Land (as defined in the PSA), all as provided in Section 2(d)(v) of the PSA; and (v) Grantee shall agree to take all commercially reasonable steps, in connection with its use of the Access Easement, to minimize the surface impact, including, without limitation, the use of directional drilling. 4. Payment. Except for the express reimbursement and indemnity obligations provided for herein or that may be provided for in the Amended and Restated Access Easement and License Agreement, no additional payment shall be required of Grantee for the Access Easement or the License. 5. No Gift or Dedication. Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion of the Access Easement Area or the License Area to or for the general public or for any public use or purpose whatsoever, it being the intention of the parties that the Access Easement, the License and rights granted in this Agreement, as it may be amended or restated, shall be strictly limited to and for the purposes herein expressed with respect to private property solely for the benefit of the parties. 6. Mortgagee Protection. No breach or violation of this Agreement or of the restrictions provided herein shall render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to any portion of the Access Easement Area or the License Area, but all of the provisions of this Agreement shall be binding upon and effective against any subsequent owner (including any mortgagee or beneficiary under a deed of trust) who acquires title to the Access Easement Area or the License Area, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the' laws of the State of California. 8. Successors and Assigns; Covenants Running with the Land. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, tenants, invitees and licensees. All of the provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land Exhibit Q-3 LA\1906082.6 pursuant to applicable law, including, without limitation, Section 1457 et. seq. of the California Civil Code. 9. Severability. If any provision of this Agreement is prohibited or held to be invalid, illegal or unenforceable for any reason, the parties hereto agree to the fullest extent permitted by law that (a) the validity, legality and enforceability of the other provisions shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 10. Complete Understanding. This Agreement, together with the referenced provisions of the PSA, constitute the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and preliminary agreements or understandings, written or oral. This Agreement may not be amended except in writing by the parties hereto or their successors. 11. Article Headings. Article headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants and conditions of this Agreement. 12. Recordation of the Easement. Grantee shall accept this Agreement and cause the same to be recorded in the office of the Kern County Recorder. 13. Remedies. In the event of any breach or threatened breach of any provision of this Agreement, the parties hereto may prosecute any proceedings at law or inequity to enjoin such breach or threatened breach and to recover damages for any such breach. The remedies permitted or available pursuant to the provisions of this Agreement shall be cumulative and in addition to any rights or remedies available at law or in equity. 14. Indemnification. Grantee shall indemnify, defend and hold Grantor, and its officers, employees and agents (collectively, with Grantor, the "Indemnified Parties and each of them, individually, an "Indemnified Party") harmless from and against any and all losses, claims, demands, costs, expenses, liens, fines, penalties, liabilities, judgments and damages resulting directly from Grantee's exercise of any rights granted to Grantee under this Agreement, provided that Grantee shall not be required to indemnify or hold the Indemnified Parties harmless from and against any loss, claim, demand, cost, expense, lien, fine, penalty, liability, judgment or damages arising from the willful or gross negligent acts or omissions of any Indemnified Party [Remainder of Page Intentionally Left Blank] Exhibit Q-4 LA\1906082.6 1 IN WITNESS WHEREOF, Grantor and Grantee have executed this Access Easement and License Agreement as of the date first set forth above. GRANTOR: CITY OF VERNON, ATTEST: a California chartered city By: Name: Title: GRANTEE: ReNu RESOURCES, LLC, a Delaware limited liability company By: Name: Title: By: Name: Title: APPROVED AS TO FORM: ) By: Name: Title: Exhibit Q-5 LA\1906082.6 State of California ) County of ) On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Exhibit Q-6 LA\1906082.6 EXHIBIT A TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF APPURTENANT PROPERTY [see attached] Exhibit Q-7 LA\1906082.6 EXHIBIT B TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF ACCESS EASEMENT AREA [see attached] Exhibit Q-8 LA\1906082.6 EXHIBIT C TO ACCESS EASEMENT AND LICENSE AGREEMENT LEGAL DESCRIPTION OF LICENSE AREA [see attached] Exhibit Q-9 LA\ 1906082.6 EXHIBIT R PRELIMINARY TITLE REPORT — OWNER'S POLICY [see attached] Exhibit R-1 LA\1906082.6 WIND LAND PRELIMINARY REPORT, ORDER NUMBER 134642 ISSUE: OWNER'S ALTA (FORM 2006)`EXTENDED COVERAGE TITLE INSURANCE POLICY LIABILITY: $42,000,000 INSURED: CITY OF VERNON, a California chartered city LA\1908522.2 Stewart Title of California, Inc ®ewart 5701 Truxtun Avenue, #200 st°y� r N title of california, inc. Bakersfield, CA 93309 (661) 322-6011 Phone (661)885-4130 Fax Order Number Title Unit Number Buyer/Borrower Name: Seller Name: PRELIMINARY REPORT 134642 1452 Wind Land In response to the above referenced application for a Policy of Title Insurance, Stewart Title of California, Inc. hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referenced to as an Exception on Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions, and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limits of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report, (and any supplements or amendments thereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance a binder or commitment should be requested. Dated as of: June 17, 2008 at 7:30 a.m. Amendment No. 3 Liz Brewer, Title Officer When replying, please contact Liz Brewer, Title Officer File Number: 134642 Page 1 of 20 PRELIMINARY REPORT The form of Policy of Title Insurance contemplated by this report is: California Land Title Association Standard Coverage Policy American Land Title Association Owners Policy 1-1 American Land Title Association Residential Title Insurance Policy �ericanand Title Association Loan Policy i ❑ California Land Title Association Homeowners Policy j ❑ ALTA Short Form Residential Loan Policy (06/16/07) SCHEDULE A The estate or interest in the land hereinafter described or referred to covered by this report is: A Fee as to Parcels 1 thru 56 inclusive; 1 An l;asement as to Parcels 57-7,Z inclusive. C (r(t/" 6y) �_a��✓ Title to said estate or interest at the date hereof is vested in:Q (".A� i i File Number: 134642 Page 2 of 20 INSERT A INSURED ESTATES: A fee as to Parcels 1 thru 56 inclusive; an easement pursuant to a TRANSMISSION EASEMENT, dated as of October _, 2008, by ReNu RESOURCES LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, recorded October _, 2008, as Instrument No. , of Official Records, as to Parcels 57 thru 72 [Document No. 1901486]; and an easement pursuant to a non-exclusive easement for access and an irrevocable, non-exclusive license for access, along with rights incidental thereto, pursuant to an ACCESS EASEMENT AND LICENSE AGREEMENT, dated as of October _, 2008, by ReNu RESOURCES LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city,,, recorded October _, 2008, as Instrument No. of Official Records [Document No. 1902133], as to Parcels 57 thru 113. LA\1908522.2 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Kern, Unincorporated Area, and described as follows: j o W t ND L— Parcel 1, (APN: 153-120-10 & 11) The East half, Lots 1 and 2 of the Northwest quarter, and Lots 1 and 2 of the Southwest quarter of Fractional Section 31, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2; (APN: 153-110-04) Section 36, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State,: the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 3: (APN: 153-110-05) I Section 35, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel4: (APN: 153-180-09) The East half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and f Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 5: (APN: 153-180-10) The West half of Fractional Section 31, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: (APN: 181-190-14) The East half of Fractional Section 31, Township 30 South, Range 38 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 181-190-15) File Number: 134642 Page 3 of 20 The West half of Fractional Section 31, Township 30 South, Range 37 East,, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 181-190-16) Fractional Section 36, Township 30 South, Range 36 %Z East, Mount Diablo Base and Meridian, in the un- incorporated area, Countyof Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded July 29, 1959 in Book 3170, Page(s) 179 of Official Records. Parcel 9: (APN: 442-010-07) Section 11, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided %2 interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 10: (APN: 442-010-04) Fractional Section 1, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: (APN: 442-010-02) The South half of the South half of Fractional Section 2, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official, Plat thereof. Except an undivided %r interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. j Parcel 12: (APN: 442-030-H) Section 13, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 442-030-03) Section 14, Township 30 South, Range, 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134642 Page 4 of 20 Except all the coal and other minerals in the land so patented together with the right to prospect for, mine and remove the same pursuant to the provisions and limitations of the Act of December 29, 1916 (Stat. 862) as reserved by the United States of America in the Patent recorded December 24, 1923 in Book 22, Page(s) 19 of Official Records. Parcel14: APN:443-010-02) Section 23, Township 3 outh, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel15 (APN:444-010-01) Fractional Section 3 Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 444-010-04) Lots l and 2 of the Northeast quarter ?heouth half of the Northeast quartet\ the Southeast quarter, of Fractional Section 2, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 444-020-16) FractionalSection 7, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 18: (APN: 444-020-14) The North half of the North half of Section 8, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except and reserving to the United States, pursuant to the provisions of the Act of August 1, 1946 (60 Stat. 755), all uranium, thorium or any other materials which is or may be determined to be peculiarly essential to the production of fissionable materials, whether or not of commercial value, together with the right of the United States through it's authorized agents or representatives at any time to enter upon the lands and prospect for, mine and remove the same as reserved in the Patent from the United States of America, recorded April 27, 1949 in Book 1612, Page(s) 130 of Official Records. Parcel19: (APN: 444-020-03) Fractional Section 5, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 444-020-09) r) The West half of the Northeast quartda the Southwest quarter of the Southeast quarter, and the West half of Section 9, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 21: (APN: 444-010-13) File Number: 134642 Page 5 of 20 The North half of the Northeast quarter, the Southwest quarter of the Northeast quarter; the Southeast quarter of the Northwest quarter, the West half of the Southeast quarter, and the East half of the Southwest quarter, of Section 10, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 22: (APN: 444-030-06) The East half of the Southeast quarter, the Southwest quarter of the Southeast quarter of Section 14, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel23: (APN: 444-010-10) Section 11, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 444-030-01) Section 15, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 25: (APN: 444-030-08) Section 13, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area County of Kern, State of California, according to the Official Plat thereof. Parcel 26: (APN: 444-040-02) Section 17, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California; according to the Official Plat thereof. Parcel 27: (APN: 444-040-09,11 and 13) The West half of the Northeast quarter, the East half of the Northeast quarter, the North half of the Southeast quarter, the South half of the Southeast quarter, and the Southwest quarter of Section 16, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 444-040-15) i Section 21, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 29: (APN: 444-030-11) Section 23, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parce130: (APN: 444-060-05) The North half of Section 28, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134642 Page 6 of 20 Parcel 31: (APN : 444-070-01 & 02) Fractional Section 3, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel32: (APN: 444-080-05) The North half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian; in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof: Parcel 33; (APN: 444-080-06) The South half of Fractional Section 5, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California; according to the Official Plat thereof: Parcel 34: (APN: 444-080-11) The West half, and the Southwest quarter of the Southeast quarter of Section 8, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel3'5: (APN: 444-080-09) Section'9, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 36: (APN: 444-080-01 & 02) Fractional Section 6, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 37: (APN: 444-080-13 & 15) Fractional Section 7, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 38: (APN: 444-090-01) Section 15, Township 30 South, Range 36 East; Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel39: (APN: 444-100-04) The West half, the West half of the Northeast quarter, the Southeastquarter of the Northeast quarter, and the Southeast quarter, of Section 16, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 40: (APN: 444-100-02) File Number: 134642 Page 7 of 20 Section 17, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporat ed area, County of Kern, State of California, according to the Official Plat thereof. Parcel 41 (APN 444-100-07) Section 21, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 42: (APN: 444-100-10 & 11) j Fractional Section 19, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 43: (APN: 444-090-07) Section 23, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. i Parcel 44: (APN: 444-110-03) Section 25, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles by the Southern Pacific Land Company by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. j Parcel-45: (APN: 444-110-08) Section 35, Township 30 South, Range36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 46: (APN: 444-110-06) The North half of the Northwest quarter,. the Southwest quarter of the Northwest quarter, the West half of the Southwest quarter, the Southeast quarter of the Southwest quarter, and the East half of Section 36, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 47: (APN: 443-030-16) Section 25, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 48: (APN: 444-010-08) Section 12, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, .State of California, according to the Official Plat thereof. Parcel 49: (APN: 444.040-18 & 19) Fractional Section 19, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134642 Page 8 of 20 M I Parcel 50: (APN: 444-050-04) Section 25, Township 30 South; Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County'of Kern, State of California, according to the Official Plat thereof. Parcel 51: (APN: 444-050-01) Section 27, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 52: (APN: 444-060-03) Section 29, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 53: (APN: 444-060-08) Section 33, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 54: (APN: 444-120-06) The Southwest quarter of Section 28, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 55: (APN: 444-120-02) Section 29, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof: Parcel 56: (APN: 444-010-06) Fractional Section 1, Township 30 South, Range 35 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. *arij�ccel rN ia�557: (APN: 153-1 - Section 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 58: (APN: 153-180-12) The East half of the Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1/16"' of all coal, oil, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Official Records. Parcel 59: (APN: 153-180-02) File Number: 134642 Page 9 of 20 The North half of the Northeast quarter of Section 29, Township 29. South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 60: (APN: 153=180-04) The Southwest quarter of the Southeast quarter, and the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 61: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 62: (APN: 181-020-11) Fractional Section 7, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 63: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except al,; strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Parcel 64: (APN: 181-080-11) The East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 South, Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 65; (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northea quarter, the Northwest quarter, and the South half of Section 21, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134642 Page 10 of 20 Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records, Parcel 66: (APN: 181-190-02) The Northwest quarter and the South half of Section 29, Township 30 South, Range 37 East,, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 67: (APN: 442-020-20) Section 9, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided ''/z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 68: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except an undivided ''/z interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Records. 6 Parcel69 (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 70: (APN: 442-040-01) The West half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel71: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel72: (APN: 444-090-04) File Number; 134642 Page 11 of 20 Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian; in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. A SS Gf\-SECne-JVO-� C-0-1-4 -A'(4 E�r'.e,C- ce 153-051-03) Section 25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 74: (APN 153-070-05) Lots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area; County of Kern, State of California, according to the Official Plat thereof. Parcel 75: (APN 153-100-13) The East half of Section 19; Lot l of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Section 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 76; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 77: (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated / area, County of Kern, State of California, according to the Official Plat thereof. Parcel 78: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 11�s p �J�-(p 3L+ ` TO . �cT( ����• 13�5 6S� File Number: 134642 Page 12 of 20 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Kern, Unincorporated Area, and described as follows: Parcel/; (APN 1 0-05) 'Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2' (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. y Parcel 4: (APN: 153-130-05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 6: %: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel,d. (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County Kern, Statc of California, according to the Official Plat thereof. Parcel 4 (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof.- . 8� Parcel Fj (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1 and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134950 Page 3 of 13 Parcel: (APN: 153-160-04) Section 21, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. Parcel X (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel W (APN: 153-170-03) Section25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 1�(APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part I, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. �1 ParceVV. (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East,, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. y Parcel V. APN: 153-240-12) Section 31, Township 29 South, Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. 1 File Number:` 134950 Page 4 of 13 /a3 Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. A% Parcel : (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East,, Mount Diablo Base and Meridian, in the un- incorporated.01area, County of Kern, State of California, according to the Official Plat thereof. Parcell: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East,, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel kt (A(fPN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California,, according to the Official Plat thereof. ren. IAMAT. 15 1 Section Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, Coun Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 1534,8_0-12) The East half of the Southeast qu of Section 28, Township 29 South, Range 36 East, Mount Diablo Base !: and Meridian, in the un-incorporated afmCounty of Kern, State of California, according to the Official Plat e' thereof. Except 1/16'h of all coal, oil, gas and other mineral dep . contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 21), as reserved in the State of California, in Patent recorded March 29, 1923 in Book 484, Page(s) 42 of Offic ecords. i l Parcel 21: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, accor z 1,to the Official Plat thereof File'N=ber: 134950 Page 5 of 13 LEGAL DESCRIPTION The Iand referred to herein is situated in the State of California, County of Kern, Unincorporated Area, and described as follows: Vj Par cel,t�(APN:1 - -02) Lots I and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel�q(APN: 153-070-03) a ,. ` The Southwest quarter of `fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel. (APN: 153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 10,0 Parcel,i• (APN: 153-080-08) Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof I0� Parcel/ (APN: 153-080-02) Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel � (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 1a3 Parcel (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. fo- Parcel, (APN: 153-090-01) File Number: 138656 Page 3 of 12 Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County f Kern, State of California, according to the Official Plat thereof. 0 Parcel/ {APN:153-090-03) Section 13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Ob Parcel J (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 10� Parcel Y�- (APN; 153-100-10) i Section 21, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. )off Parcel01 (APN:153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated l area, County of Kern, State of California, according to the Official Plat thereof. I lo� , Parcel J4: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern'State of California, according to the Official Plat thereof. 1t� Parcel J-4. (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 1I Parcel _A (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. 'drly � Parcelx (APN: 153-120-04) 1 The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. it 1 Parcel l'f: CPN: 153-120-07) The East half of the Northeast quart , the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half of Section 33, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. i i 3 File Number: 138656 Page 4 of 12 i SCHEDULE B At the date hereof, exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy or policies would be as follows: Taxes: A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes, to be levied for the fiscal year 2008 - 2009 which are a lien not yet payable. B. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and. Taxation Code of the State of California. Exception 1 Any assessments levied or which may be levied by Kern -Antelope Valley Water Storage District. None now due and payable. 2. Right of the public in and to that portion of said property lying within the line of Jawbone Road (Road 938), Affects Parcels 1; 2 and 19 Jawbone Canyon Road, (Affects Parcel 19); and Jawbone Road, (Affects Parcels 38, 43, 41,35,and 39, 64 and 65; as it now exists neel nin_inon�c�o�nni nen�'n M „a_ - - 3. Any adverse claim based upon the assertion that: (a) Some portion of said land has been created by. artificial means or has accreted to such portion so created. (b) Some portion of said land has been brought within the boundaries thereof by an avulsive movement of the river or stream hereinafter mentioned, or has been formed by accretion to any such portion. River or Stream: Back Canyon Creek (Affects Parcels 14, 70, and 47; Cottonwood Creek (Affects Parcels 1, 17, 18 and 20) and Jawbone Creek also known as Jawbone Canyon Creek, (Affects Parcels 43 and 55); An un-named creek as disclosed by the assessor's parcel map book 181, page 08 (Affects Parcels 64 and 65.) Rights and easements for navigation and fishery which may exist over that portion of said land lying beneath the waters of the river or stream above -mentioned. Any rights in favor of the public which may exist on said land if said land or portions thereof are or were at any time used by the public. 4. PaCific e es t tiationai Sv,.jjjL; �fiajt as shown upon die Laurent tssesso, sParcut Map. Affects. Parcels 9, 14; 13; 4i 49-1 5, The Los Angeles Aqueduct as shown upon the current Assessors Parcel Map. Affects: Parcels 8,(6; 62 and 64. J \ File Number: 134642 Page 13 of 20 W 7 3 An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public for the purpose of any lawfully established county roads, recorded December 29, 1932 in Book 271, Page(s) 1, of Deeds. No representation is made as to the present ownership of said easement. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles for the purpose of construct, maintain, operate, reconstruct and repair pole lines and wires, recorded March 13, 1920 in Book 346, Page(s) 409, of Deeds, affects Parcels 44, 62, 65: No representation is made as to the present ownership of said easement. An easement for the purpose shown below and rights incidental thereto as set forth in a document in " favor of the public for the purpose of any lawfully established county roads, recorded December 29, 1932 in Book 458, Page(s) 274, of Official Records.. No representation is made as to the present ownership of said easement. Affects Parcels 43 and 45. 9. Reservations and provisions as contained in the patent from United States of America to James L. Black recorded August 29, 1933, in book 484, page 42 of Patents. Subject to any vested and accrued water rights for, mining, agricultural, manufacturing, or other purposes, and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by local customs, laws and decisions of courts. Also the right of proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises hereby granted as provided by law. j And there is reserved from the lands hereby granted aright of way thereon for ditches or canals constructed by the authority of the United States. Affects: Parcel 58 10. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of telephone and telegraph lines, recorded March 17, 1938 in Book 787, Page(s) 33, of Official Recordrag s No representation is made as to the present ownership of said easement. Affects Parcel 64. 11. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of road and incidental purposes, recorded March 17,1938 in Book 784, Page(s) 74, of Official Records,:affccts,Pareel 65 Q No representation is made as to the present ownership of said easement. Affects Parcel 64. File Number: 134642 Page 14 of 20 12. Reservations and provisions as contained in the patent from United States of America to A.J. Alexander and Oscar Rudnick recorded April 27, 1949, in book 1612, page 130, of Official Records. Subject to any vested and accrued water rights for, mining, agricultural, manufacturing, or other purposes, and rights to ditches and reservoirs used in connection with such water rights as may be recognized and acknowledged by local customs, laws and decisions of courts. Also the right of proprietor of a vein or lode to extract and remove his ore therefrom should the same be found to penetrate or intersect the premises hereby granted as provided by law. j I And there is reserved from the lands hereby granted a right of way thereon for ditches or canals constructed by the authority of the United States. Affects: Parcel 18. 13. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of Department of Water and Power for the City of Los Angeles for the purpose of electric transmission lines, together with right of ingress to said right of way across said adjoining lands of grantor from public highway most convenient to said right of way and right of egress from said right of to way to such highway across said adjoining lands of grantor over and along any road now existing or if none, then over the most direct and practical route grantee may select, recorded December 1, 1950 in Book 1749, Page(s) 556, of Official Records, affects Parcels 64.,,-.� No representation is made as to the present ownership of said easement. 14. Reservations and Provisions as contained in the Patent from the State of California to Oscar Rudnick Trust recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. 15. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of The Pacific Telephone and Telegraph Company for the purpose of construct and maintain communication facilities, together with a right of way therefore and with right of access thereto, recorded November 14, 1958 in Book3036, Page(s) 202, of Official Records, affects Parcel 73. hh ( 4 fi t' rlt_ n._c_ of Affects: Parcel /� 16. Reservations and Provisions as contained in the Patent from the State of California to Oscar Rudnick Trust recorded July 29, 1958 in Book 3170, Page(s)179 of Official Records. Reserving in the people the absolute right to fish thereupon, as provided by Section 25 Article I of the Constitution of the State of California; Also further reserving to the State, it's successors and assigns, pursuant to Section 6210.5 of the Public Resources Code, a perpetual easement and right of I way for convenient access to other lands owned by the State, it's successors and assigns. Affects: Parcel 8. 17. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of United States of America, Department of the Interior Bureau of Land Management for the purpose of right of way for spring development and pipeline, recorded' August 9, 1960 in Book 3291, Page(s) 639 , of Official Records, affects Parcel 54. File Number: 134642 Page 15 of 20 No representation is made as to the present ownership of said easement. 18. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of William N. Fritzsche, William R. Long and Michael Korda, dba Korda and Associates for the purpose, of constructing, maintaining and using a roadway, recorded November 6, 1961 in Book 3431, Page(s) 404, Official Records, affects Parcels 30�?0 51 and 52.,_� 5qv_� No representation is made as to the present ownership of said easement. An Amendment to easement and agreement was recorded October 18, 1979 in Book 5237, Page(s) 1732 of Official Records. 19. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of support, slope purposes and for cutting and filling recorded September 20, 1973 in Book 4804, Page(s) 2459, of Official Records, affects Parcel 65. No representation is made as to the present ownership of said easement. 20. The Terms and Provisions of that certain License for Diversion and Use of Water, dated June 7, 1963, in favor of the State of California, Department of Fish and Game, Permit No. 12538, purpose: wildlife propagation, recorded June 10, 1963 in Book 3614, Page(s) 996 of Official Records. Affects: Parcel 43. 21. An easement affecting the portion of said land and for the purposes stated herein, and incidental purposes, condemned by final decree in favor of United States of America, for (a) to locate, construct, use, control, maintain, improve, relocate, and repair a 30 foot wide right of way for a trail (b) to provide access for the people of the Untied States generally to lands owned, administered and controlled by the United States of America (c) to provide use of said trail for the people of United States generally (d) to clear said right of way taken and keep the same clear of brush, timber, vegetation, and other materials (e) to dispose of such brush, timber, vegetation, and other materials within said right of way, Case No. CV-F-88-386REC, recorded: August 2, 1988 in Book 6148, Page(s) 1775, of Official Records, which affects Parcels 9; 11; 12; 47 and 49. 22. An agreement to which reference is made for full particulars dated July 19, 2000, by and between United States of American acting through the Bureau of Land Management and Oscar Rudnick, as Successor Trustee of the Rudnick Estates Trust, regarding Settlement of Eminent Domain Action, recorded August 23, 2000, as Instrument/File No. 0200103156 of Official Records. Affects Parcels 9, 11, 12, and 49. 23. An easement dated April 16, 2003, by and between Oscar Rudnick, as Successor Trustee of the Rudnick Estates Trust ("Grantor") and Wind Turbine Prometheus, LLC. a Delaware Limited Liability Company ("Grantee"). A non-exclusive easement for road purposes in connection with Grantee's Wind Projects, including, but not limited to, the right to maintain, improve (including but not limited to, the right to widen the existing road to width of 60 feet) and repair the current roadway for vehicular and pedestrian access, ingress and egress to and from Grantor's property and Grantee's property and to and from adjoining public streets, and a temporary and non-exclusive construction easement in, over and across that portion of Grantor's property that lies adjacent to the existing roadway as maybe necessary for the improvement and widening of such existing roadway, recorded File Number: 134642 Page 16 of 20 May 22, 2003 as Instrument No. 0203100450 of Official Records. Said Easement was assigned pursuant to an assignment and Assumption Agreement to which reference is made for full :particulars dated January29, 2007, by and between Wind Turbine Prometheus, LP., a Delaware Limited Partnership, successor by conversion of Wind Turbine Prometheus, LLC., a Delaware Limited. Liability Company and the City of Los Angeles; acting through the Department of Water and Power recorded February 7, 2007, as histrument/File No. 0207029617 of Official Records ` Parcel 41/and other property. Affects: , p p m'• 24. An agreement to which reference is made for full particulars dated September 23, 2003, by and between the Rudnick Estate Trust, Lessor and Trans -Western Materials, as Lessee, regarding Miner Extraction Lease, recorded January 30, 2004, as Instrument/File No. 0204022751 of Official Records Affects: Parcels 43; 47; 49; 50; 51; 52 and 54. February 4, 2008, by and between Rudnick Estates Trust, Oscar Rudnick, Trustee and CIA Group A �sitions, LLC., a California Limited Liability Company upon the terms therein provided recorde bruary 14, 2008. as Instrument/File No. 0208022886 of Official Records. . Affects: 11 parcels of land 26. Deed of Trust to secure an indebte ss in the amount shown below, and any other obligations secured thereby: Amount: $1,000,000.00 Dated: June 11, 2008 Trustor: Rudnick Estates Trust, Oscar Rudni Trustee Trustee: Stewart Title Company, a California corpo on Beneficiary: CIM/Onyx Ranch Manager, LLC Recorded: June 16, 2008, as Instrument/File No. 0208095275 of Official Records. Loan No.: None shown Sam land and nib property 27. 28, Lack of a right of access to and from the land. Affects Parcels 31, 54, 55, 50, 44, 22, 29, 53, 52, 49, 47, 14, 12, and 47. Water rights, claims or title to water in or under said land, whether or not shown by the public records, to us, together with 31. Any defect in title or claim of defect arising from Kern County Superior Court Case No. S-1500-PB- 57626 or from the assertion that the Trustee of the Rudnick Estates Trust had no authority to sell the property described herein or from the failure to disclose the sale of said land from ReNu Resources, LLC, a Delaware limited liability company to the City of Vernon to the Rudnick Estates Trust and File Number: 134642 / Page 17 of20 the court mentioned above. 33. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. I 34. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 35. Unpatented mining claims. i �6 �— A-b k � b �6 i File Number: 134642 As� SCHEDULE B Ef- �Y At the date hereof, exceptions to coverage in addition to the printed exceYons ndexclusions " contained in said policy or policies would be as follows: Taxes: taxes, to a seal year 2008 - 2009 which are alien not yet payable. B. The lien of supplemental taxes, if any, assessed pursuant to Exception 1. Any assessments levied or which may be levied by Kern -Antelope Valley Water Storage District. 2. Right of the public in and to that portion of said property lying within the line of SWto llighway-174,- K4ke-Road, Butterbread Road (NO.515), . Affects: Parcels 2,3,7 and 9, 32,-33 and 36. a Some portion of said land has been created by artificial means or has accreted to such portion so crew (b) Some pb'rS44 of said land has been brought within the boundaries thereof by an avulsive movement of the river eam hereinafter mentioned, or has been formed by accretion to any such portion. River or Stream: South ForkKbmgiver, Cottonwood Creek and Jawbone Creek also known as Jawbone Creek. Rights and easements for navigation and fishery which may a ver that portion of said land lying beneath the waters of the river or stream above -mentioned. Any rights in favor of the public which may exist on said land if said land or portions—D,Tmof are or lVY 5. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public or the purpose of any lawfully established county roads, recorded December 29, 1932 in Book 271, Page(s) 1, of Deeds. No representation is made as to the present ownership of said easement, File Number: 134950 Page 9 of 13 1 An easement for the purpose shown below and rights incidental thereto as set forth in a document in y favor of the City of Los Angeles for the purpose of construct, maintain, operate, reconstruct and repair pole lines and wires, recorded March 13, 1920 in Book 346, Page(s) 409, of Deeds, affects Parcel 13 and 14,24 Md7T. 7. I_ recorded August 29, 1933, in book 484, page 42, of Patents. Subject to any ve d accrued water rights for, mining, agricultural, manufacturing, or other purposes, and rights to i and reservoirs used in connection with such water rights as may be recognized and acknowledged by customs, laws and decisions of courts. Also the right of proprietor of a vein or lode to ex d remove his ore therefrom should the same be found to penetrate or intersect the premises hereby gran provided by law. And there is reserved from the lands hereby granted a right of way thereon itches or canals constructed by the authority of the United States. 8. An easement for the p own below and rights incidental thereto as set forth in a document in j favor of the City of Los Angeles, a al corporation for the purpose of telephone and telegraph lines, recorded March 17, 1938 in Book 787, a of Official Records, affects Parcel 27. E. 9. An easement for the purpose shown below and rights incidental thereto in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of telephone a aph hues, recorded March H, i938 in Book , 10. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of Department of Water and Power for the City of Los Angeles for the purpose of electric j transmission lines, together with right of ingress to said right of way across said adjoining lands of grantor from pubic highway most convenient to said right of way and right of egress from said right Of way to such highway across said adjoining lands of grantor over and along any road now existing ' or if none, then over the most direct and practical route grantee may select, recorded December 1, 1950 in Book 1749, Page (s) 556, of Official Records, affects Parcel 15 and 17 sod 26 11. favor of The Pacific a ep h Company for the purpose of construct and maintain communication facilities, together with a right of way ri " t of access thereto, r A 161zo .« 12. An easement for the purpose shown below, and rights incidental thereto as set forth in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of support, slope purposes and for cutting and filling recorded September 20, 1973 in Book 4804, Page (s) 2459, of Official Records, affects Parce1X14 No representation is made as to the present ownership of said easement. February , Acquisitions, LLC., a California File Number: 134950 Page 10 of 13 Affects: Amount:: Dated: Trustor: Trustee: ~- Beneficiary: Recorded: Loan No.: All Parcels. $1,000,000.00 une 11, 2008 Ru states Trust, Oscar Rudnick, Trustee StewartTrue any, a California corporation CINVOnyx Ranch Man LLC June 16, 2008, as 7nstrument/Fi 02080952 j of Official Records. None shown 15 Any defect in title or claim of defect arising from Kern County superior Court Case No. S-1500-PB- 57626 or from the assertion that the Trustee of the Rudnick Estates Trust had no authority to sell the property described herein or from the failure to disclose the sale of said land from ReNu Resources, LLC, a Delaware limited liability company to the city of Vernon to the Rudnick Estates Trust and the court mentioned above. 16. Lack of aright of access to and from the land. Affects Parcels 7.8.9,1,5,4,6,10,11�1 3,15,16 and-17— l e 17. Water rights, claims or title to water in or under said land, whether or not shown by the public records. 20. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. 21,; Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 22. Unpatented mining claims. (End of Exceptions) File Number: 134950 Page 1 I of 13 V Exceptlon4. Van 1. Right of the public in anfto that portion of said property lying within the line of utterbread Road (No. 515), affects ParceJawbone Canyon Road No. 938, as it now exits, Affects Parcels 13, 14 and 17; Kelso Valley Rd., affects Parcels 16 and 11. 2: An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public for the purpose of any lawfully established county roads, recorded December29, 1932, in Book 271, Page(s) 1, of Deeds. No representation is made as to the present ownership of said easements ` V 3. An easement for the purpose shown below and rights incidental thereto as se(cf0ocass, h in a document in favor of George Albert Burke and Thomas Edward Burke for the purpose of, recorded May 9, 1994 in Book 7031, Page(s) 2021 of Official Records, affects Parcels 10 and 11. This Company will require that a full c t� together with February , tween Rudnick Estates Trust, Oscar Rudnick, Trustee and ClM Group Acquisitions, LLC., a California Lino any upon the terms therein provided recorded February 14, 2008, as Instrument/File No. 0208022 ords. Affects said "-sired thereby: Dated: rustor: rustee: - Beneficiary: Recorded: File Number: 138656 Rudnick Estas s Oscar Rudnick, Trustee Stewart Title Company, —a corporation CIIv1/Onyx Ranch Manage, LLC June 16, 2008, as Instrument/File No. 0208095275 Page 9 of 12 Loan No.: not shown. 7. Lack of right of access to and from the land. 6q 8. Water rights, claims or title to water in or under said land, whether or not shown by the public records. (End of Exceptions) 4 , INSERT F # Terms and conditions of an option agreement, as disclosed by a MEMORANDUM OF OPTION, dated as of October , 2008, by and between ReNu RESOURCES; LLC, a Delaware limited liability company and the CITY OF VERNON, a California chartered city, recorded October , 2008, as Instrument No. ; of Official Records. Affects Parcels 79- 113. # The matters contained in a MEMORANDUM OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS, dated as of October 2008, by and between the CITY OF VERNON, a California chartered city, and ReNu RESOURCES, LLC, a Delaware limited liability company. Affects Parcels 1 thru 56. # Terms and conditions of a non-exclusive easement for access and an irrevocable, non- exclusive license for access, along with rights incidental thereto, pursuant to an ACCESS EASEMENT AND LICENSE AGREEMENT, dated as of October , 2008, by ReNu RESOURCES LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, recorded October_, 2008, as Instrument No. of Official Records. Affects all parcels. [Document No. 1902133] # Terms and conditions of a non-exclusive easement for access and the use of electrical power lines, along with rights incidental thereto, pursuant to a TRANSMISSION EASEMENT, dated as of October _, 2008, by ReNu RESOURCES LLC, a Delaware limited liability company, .to the CITY OF VERNON, a California chartered city, recorded October 2008, as Instrument No. of Official Records. Affects Parcels 1 thru 56 and Parcels 57 thru 72. [Document No. 1901486] # A non-exclusive easement for access and an irrevocable, non-exclusive license for access, along with rights incidental thereto, pursuant to an ACCESS EASEMENT AND LICENSE AGREEMENT, dated as of October _; 2008, by the CITY OF VERNON, a California chartered city, to ReNu RESOURCES LLC, a Delaware limited liability company, recorded October , 2008, as Instrument No. , of Official Records. Affects Parcels all parcels. [Document No. 1902192] # A non-exclusive easement for access and the use of electrical power lines, along with rights incidental thereto, pursuant to a TRANSMISSION EASEMENT, dated as of October _, 2008, by the CITY OF VERNON, a California chartered city, to ReNu RESOURCES LLC, a Delaware limited liability company, recorded October , 2008, as Instrument No. ; of Official Records. Affects all parcels. [Document No. 1902182] LA\1908522.2 CITY OF VERNON REQUIRED ENDORSEMENTS ENDORSEMENT* DESCRIPTION COMMENTS ALTA 9.4 (unimproved) Restrictions, easements and minerals X, (modified, see attached) 103.12/ALTA 17.1 Indirect access to a public street via an easement X 103.7 Land abuts street X 116.4 Contiguity X (where appropriate) (modified, see attached) LAU 994861.3 . The Company insuresagainst loss or damage sustained by the Insured by reason of- 1. the failure of [parcel(s) X ] to be contiguous to [parcel(s) Y] along the ; or 2. the presence of any gaps, strips, or gores separating the contiguous boundary line described above. This endorsement does not insure against discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. ENDORSEMENT Attached to Policy No. Issued by BLANK TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: (a) Present violations on the Land of any enforceable covenants, conditions or restrictions, (b) Any instrument referred to in Schedule B as containing covenants, conditions or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (ii) for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant; (iii) provides for a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or resrictions. (c) Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions or limitations contained in an instrument creating a lease. As used in paragraphs L(a), the words "covenants, conditions, or restrictions" do not include any covenants, conditions or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. [Witness clause optional] NOTES AND REOUMEMENTS If title is to be insured in the trustee(s) of a trust or their act is to be insured, we will require a full copy of the trust agreement and any amendments thereto. In certain situations the Company may accept a Trust Certificate, pursuant to Section 18100.5 of the California Probate Code in lieu of the trust agreement. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. File Number: 138656 CALIFORNU "GOOD FUNDS" LAW California Insurance Code Section 12413.1 regulates the disbursement of escrow and sub -escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds received by StewartTitle of California, Inc. via wire transfer may be disbursed upon receipt. Funds received via cashier's checks or teller checks drawn on a California Bank may be disbursed on the next business day after the day of deposit. If fiends are received by any other means, recording and/or disbursement may be delayed, and you should contact your title or escrow officer. All escrow and sub -escrow funds received will be deposited with other escrow funds in one.or more non - interest bearing escrow accounts in a financial institution selected by Stewart Title of California, Inc.. Stewart Title of California, Inc. may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution, and Stewart Title of California, Inc. shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by Stewart Title of California, Inc.. Such benefits shall be deemed additional compensation to Stewart Title of California, Inc. for its services in connection with the escrow or sub -escrow. - If any ;check submitted is dishonored upon presentation for payment, you are authorized to notify all principals and/or their respective agents of such nonpayment. Wire Instructions If you anticipate having funds wired to Stewart Title of California, Inc., our wiring information is as follows: Additional ° Note: Direct wire transfers to: Comerica Bank MC4537 PO Box 512818 Los Angeles, CA 90051-0818 Routing Number: 121137522 Credit to Stewart Title of California, Inc. Account Number: 1891519835 Reference Order Number: 138656 Title Unit Number.: 1452 Title Officer Name: Liz Brewer, When instructing the financial institution to wire funds, it is very important that you reference Stewart Title of California, Inc.'s order number. Should you have any questions in this regard please contact your title officer immediately. NOTES AND REQUIREMENTS If title is to be insured in the trustee(s) of a trust or their act is to be insured, we will require a full copy of the trust agreement and any amendments thereto. In certain situations the Company may accept a Trust Certificate, pursuant to Section 18100.5 of the California Probate Code in lieu of the trust agreement. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. EXHIBIT S PRELIMINARY TITLE REPORTS - OPTIONEE'S POLICY [see attached] Exhibit S-1 LA\ 1906082.6 EASTERN SOLAR PRELIMINARY REPORT, ORDER NUMBER 134950 AND WESTERN SOLAR PRELIMINARY REPORT, ORDER NUMBER 138656 ISSUE: OPTIONEE'S ALTA (FORM 2006) EXTENDED COVERAGE TITLE INSURANCE POLICY LIABILITY: $8,750,000 INSURED: CITY OF VERNON, a California chartered city INSURED INTEREST: An option to purchase the fee land as disclosed by a MEMORANDUM OF OPTION, dated as of October _, 2008, by and between ReNu RESOURCES, LLC, a Delaware limited liability company and the CITY OF VERNON, a California chartered city, recorded October 2008, as Instrument No. , of Official Records. LA\1908522.1 Stewart Title of California, Inc �ewarty' >y 5701 Truxtun Avenue #200 title of California, inc. ° �' Bakersfield, CA 93309 (661) 322-6011 Phone (661) 885-4130 Fax PRELIMINARY REPORT Order Number 134950 Title Unit Number 1452 n\ ✓ n o i► r\� L Buyer/Borrower Name: " ` L, " ' --- . Seller Name: Eastern Solar Land k 3�j'' In response to the above referenced application for a Policy of Title Insurance, Stewart Title of California, Inc. hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referenced tows an Exception on Schedule B or not excluded from coverage pursuant to the printed Schedules; Conditions, and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limits of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from theoffice which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the terms of the titleinsurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report, (and any supplements or amendments thereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance a binder or commitment should be requested. Dated as of: June 17, 2008 at 7:30`a.m, Amendment No. 1 Liz Brewer, Title Officer When replying, please contact Liz Brewer, Title Officer File Number: 134950 Page 1 of 13 PRELIMINARY REPORT The form of Policy of Title Insurance contemplated by this report is: Q California Land Title Association Standard Coverage Policy `LyAmerican Land Title Association Owners Policy� � I ❑ American Land Title Association Residential Title Insurance Policy 0 American Land Title Association Loan Policy i ❑ California Land Title Association Homeowners Policy C7 ALTA Short Form Residential Loan Policy (06/16/07) SCHEDULE A The estate or interest in the land hereinafter described or referred to covered by this report is: i Fee i Title to said estate or interest at the date hereof is vested in: Qsraa—Fji&iek,, ar, Saeoessex T+Rstee of (4a Rtidniek EsfvAes T i i i File Number: 134950 Page 2 of 13 I. ��> LEGAL DESCRIPTION The land referred to herein is'situated in the State of California, County of Kern, Unincorporated j Area, and described as follows: Parcel 1: (APN 15 - 40.05) Section 9, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN: 153-140-07) The East half of Fractional Section 7, Township 29 South, Range 36East, Mount Diablo Base and Meridian, ' in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN: 153-140-08) The West half of Fractional Section 7, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 4: (APN: 153-130.05) Section 11, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. - Parcel 5: (APN: 153-150-02) The Northeast quarter, the East half of the Northwest quarter, the Northwest quarter of the Northwest quarter, the North half of the Southeast quarter, and the Southeast quarter of the Southeast quarter of Section 15, Township 29 South; Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof: Parcel 6: (APN: 153-150-04) Section 13, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated I area, County of Kern, State of California, according to the Official Plat thereof. i i Parcel 7: (APN: 153-160-02) Section 17, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof: I Parcel 8: (APN: 153-160-06) The Northeast quarter, the Northeast quarter of the Southeast quarter, the Northeast quarter of the Northwest quarter, and Lots 1. and 2, of Fractional Section 19, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. File Number: 134950 Page 3 of 13 Parcel 9: (APN: 153-160-04) Section 21, Township 29.South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 1:0: (APN: 153-150-06) The East half of the East half, the Southwest quarter of the Southeast quarter, and the South half of the Southwest quarter, of Section 23, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel11: (APN: 153-170-03) Section 25, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 12: (APN: 153-170-04) The Northwest quarter of the Northwest quarter, the East half of the Northwest quarter, the Northeast quarter, and the South half of Section 36, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except all oil, gas, oil shale, coal, phosphate, sodium, gold, silver and all other mineral deposits contained in said land, and further reserving to the State of California and persons authorized by the State, the right to drill for and extract such deposits of oil and gas, or gas, and to prospect for, mine and remove such deposits of other minerals from said land and to occupy and use so much of the surface of said land as may be required therefor, upon compliance with the conditions and subject to the provisions and limitations of Chapter 5, Part 1, Division 6 of the Public Resources Code, as reserved in Patent recorded June 10, 1958 in Book 2962, Page(s) 503 of Official Records. Parcel 13: (APN: 153-240-14) The Southwest quarter of Section 29, Township 29 South, Range 37 East,, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said Southwest quarter, granted to the City of Los Angeles by Deed recorded September 20, 1973, in Book 4804, Page(s) 2459 of Official Records. Parcel 14: (APN: 153-240-12) Section 31, Township 29 South, Range 37 East; , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles; by Deed recorded March 13, 1920, in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Records. Pile Number: 134950 Page 4 of 13 Parcel 15: (APN: 153-240-16) The South half of the Northwest quarter, the Southwest quarter of the Northeast quarter, the West half of the Southeast quarter, and the Southwest quarter, of Fractional Section 33, Township 29 South, Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 16: (APN: 181-020-02) Fractional Section 5, Township 30 South, Range 37 East, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 17: (APN: 181-020-13) Fractional Section 9, Township 30 South, Range 37 East, , Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof Except a strip of land 250 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Parcel 18: (APN 444-070-05) The North half, and the Southwest quarter of Fractional Section 1, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the unincorporated area, County of Kern, State of California, according to the Official Plat thereof. I. TAT_ ,Cif ,IIA A, Section Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, Co Kern, State of California, according to the Official Plat thereof. Parcel 20: (APN: 15 - 0-12) The East half of the Southeast qu r of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated a County of Kern, State of California, according to the Official Plat thereof. Except 1/160' of all coal, oil, gas and other mineral dep ' s contained in said lands as reserved by an Act of the Legislature approved May 25, 1921 (Chap. 303, Statutes, 21), as reserved in the State of California, in Patent recorded March 29, 1923 inBook 484, Page(s) 42 of Statutes, ecords. Parcel 21: (APN: 153-180-02) The North half of the Northeast quarter of Section 29, Township 29 South, Range 36 Mount Diablo Base and Meridian, in the un-incorporated area; County of Kern, State of California, actor i to the Official Plat thereof File Number: 134950 Page 5 of 13 So h, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of Ca forma, according to the Official Plat thereof Parcel 2 • (APN: 153-170-06) Fractional Se' tion 35, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un- incorporated a a, County of Kern, State of California, according to the Official Plat thereof. Parcel 24: (APN: 81-020-11) Fractional Section 7, wnship 30 South, Range 37 East, , Mount Diablo Base and Meridian, in the un- incorporated area, Coun of Kern, State of California, according to the Official Plat thereof. Except a strip. of land 200 fe wide, granted to the City of Los Angeles by Deed recorded March 13, 1920 in Book 346, Page(s) 421 of Dee Also except that portion of said se ion, granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of fficial Records. Parcel 25; {APN: 181-080-32} Fractional Section 17, Township 30 South, nge 37 East,, Mount Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of Ca 'forma, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the ity of Los Angeles, by Deed recorded September 20, 1973 in Book 4804, Page(s) 2459 of Official Record Parcel 26: (APN: 181-080-11) The -East;half of the Southeast quarter of the Northwest qua r, Lots 1, 2, 3 and 4, and the East half of the Southwest quarter of Fractional Section 19, Township 30 Sout Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of lifomia, according to the Official Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angele by Deed recorded July 21, 1921 in Book 366, Page(s) 229 of Deeds. Parcel 27: (APN: 181-080-30) The North half of the Northeast quarter, the Southwest quarter of the Northeast arter, the Northwest quarter, and the'South half of Section 21, Township 30 South, Range 37 East, , M t Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, accordin to he Official Plat thereof. Except a strip of land 250 feet wide, granted to the City of Los Angeles, by Deed reco\recordeel ber 20, 1973 in Book 4804, Page(s) 2456 of Official Records. Also except a strip of land 200 feet wide as granted to the City of Los Angeles by DeeSeptember ,i ... ... a- --- . -- ., File Number: 134950 Page 6 of 13 i The orthwest quarter and the South half of Section 29, Township 30 South, Range 37 East,, Mount Diablo Base a d Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat ther f. Parcel 29: ( PN: 442-020-20) Section 9, Town ip 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area., County of Kern, St to of California, according to the Official Plat thereof. Except an undivided % interest in all oil, gas and hydrocarbon substances, within or underlying said land, as granted to J.C. Walser, a o known as John Caswell Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded ly 9, 1937 in Book 731, Page(s) 490 of Official Records. Parcel 30: (APN: 442-010-10) The South half of the South half of ection 10, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Except an undivided'/z interest in all oil, ga and hydrocarbon substances, within or underlyingsaid land, as granted to J.C. Walser, also known as John Ca well Walser and Blanche Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 1, Page(s) 490 of Official Records. Parcel31: (APN: 442-030-01) Section 15, Township 30 South, Range 34 East, Mount 'ablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the fiicial Plat thereof. Parcel 32: (APN: 442-040-01) The West;half of the Southeast quarter, and the East half of the So west quarter of Section 18, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un 'neorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel33: (APN: 444-070-09) Section 11, Township 30 South, Range 36 East, Mount Diablo Base and Meridi , in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. . Parcel 34: (APN: 444-090-04) Section 13, Township 30 South, Range 36 East, Mount Diablo Base and Meridian, in the -incorporated area, County of Kern; State of California, according to the Official Plat thereof. Parcel 35: (APN 153-051-03) Section 25, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorpo ted File Number: 134950 Page 7 of 13 Lots 2,3,4,5,6,7,8,9,10 and 11, the Southwest quarter of the Northeast quarter, the West half of the Southea uarter, and the Southwest quarter of Fractional Section 1, Township 29 south, Range 35 East, Mount Diab ase and Meridian, in the un-incorporated area, County of Kern, State of California, according j to the Official P thereof. Parcel 37: (APN 153-1 -13) The East half of Section 19; Lo of the Northwest quarter, the North Half of Lot 2 of the Northwest quarter; and Lots 1 and 2 of the Sou vest quarter of Fractional Section 19, Township 29 South, Range 35 j East, Mount Diablo Base and Meridian, the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 38; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, t Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, accordin o the Official Plat thereof. Parcel 39: (APN 153-030-05) Section 13, Township 29 South, Range 34 East; Mount Diablo Base and Meridia in the un-incorporated area, County of Kem, State of California, according to the Official Plat thereof. `i Parcel 40: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorpor d area, County of Kern, State of California, according to the Official Platthereof. i (Erb of T.eunl De crintionl co 1��- C po-x�� LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Kern, Unincorporated I Area, and described as follows: ilJ EST-C " Parcel 1: (APN: 1 = 0-02) Lots I and 2 of the Northeast quarter, the East half of Lot 2 of the Northwest quarter; the North half of the j Southeast quarter, and the Southeast quarter of the Southeast quarter, of Fractional Section 3, Township 29 I South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 2: (APN:153-070-03) a� The Southwest quarter of/Fractional Section 3, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 3: (APN:153-070-07) Section 11, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. j Parcel4: (APN: 153-080-08) I Lots 1 and 2 of the Northeast quarter, and the Southeast quarter of Fractional Section 5, Township 29 South, j Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 5: (APN:153-080-02) I Lots 1 and 2 of the Northwest quarter, and the Southwest quarter of Fractional Section 5, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. j i Parcel 6: (APN: 153-080-05) The Southeast quarter of Section 8, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 7: (APN: 153-080-04) Section 9, Township 29 South, Range 35 East, Mount Diablo. Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 8: (APN: 153-090-01) File Number: 138656 Page 3 of 12 Section 15, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 9: (APN: 153-090-03) Section13, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 10: (APN: 153-100-03) Section 17, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 11: {APN: 153-100-10) Section 21, Township 29 South, Range 35 East, Mount Diablo Base and'Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel12 (APN:153-090-05) Section 23, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 13: (APN: 153-110-03) Section 25, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 14, (APN: 153-110-01) Section 27, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, .County of Kern, State of California,' according to the Official flat thereof. Parcel 15 (APN: 153-120-02) Section 29, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 16: (APN: 153-120-04) . The North half of the Northeast quarter, and the Northeast quarter of the Northwest quarter of Section 28, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area; County of Kenn, State of California, according to the Of cial Plat thereof, Parcel 17: (APN: 153-120-07) The East half of the Northeast quarte ,the Northwest quarter of the Northeast quarter, the East half of the Southeast quarter, and the West half of Section 33, Township 29 South, Range 35 East, Mount Diablo Base. and Meridian, in the un-incorporate area, County of Kern, State of California, according to the Official Plat thereof. - He Number: 138656 Page 4 of 12 Secti 27, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, C ty of Kenn, State of California, according to the Official Plat thereof. Parcel19: PN:153-180-12} The East half o e Southeast quarter of Section 28, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in t un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except 1/16`h of all coal, il, gas and other mineral deposits contained in said lands as reserved by an Act of the Legislature approved y 25, 1921 (Chap. 303, Statutes, 1921), as reserved in the State of California, in Patent recorded March 29, 1 3 in Book 484, Page(s) 42 of Official Records. Parcel 20: (APN: 153-180-02) The North half of the Northeast quart r of Section 29, Township 29 South, Range 36 East, Mount Diablo Base -and Meridian, in the un-incorpora d area, County of Kern, State of California, according to the Official Plat thereof Parcel 21: (APN: 153-180-04) The Southwest quarter of the Southeast quarter, a the Southwest quarter of Section 29, Township 29 South, Range 36 East, Mount Diablo Base and Meri 'an, in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof Parcel 22: (APN: 153-170-06) Fractional Section 35, Township 29 South, Range 36 East, Mo "t Diablo Base and Meridian, in the un- incorporated area, County of Kern, State of California, accordin o the Official Plat thereof. Parcel 23: (APN: 181-020.11) Fractional Section 7, Township 30 South, Range 37 East,, Mount Diablo ase and Meridian, in the un- incorporated area, County of Kern, State of California, according to the Of ial Plat thereof. Except a strip of land 200 feet wide, granted to the City of Los Angeles by Dee recorded March 13, 1920 in Book 346, Page(s) 421 of Deeds. Also except that portion of said section, granted to the City of Los Angeles by Deed r orded September 20, 1973 in Book 4804 Page(s) 2459 of Official Records, Parcel 24: (APN: 181-080-32) Fractional Section 17, Township 30 South, Range 37 East, , Mount Diablo Base and Meridian, i the un- incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a strip of land 200 feet wide granted to the City of Los Angeles, by Deed recorded September 20, 1-0:73-in-D.)9!E 4994,,Tage(s) 2459-v€-9ffi-sial F_AsR.-:ate • File Number: 138656 Page 5 of 12 Th East half of the Southeast quarter of the Northwest quarter, Lots 1, 2, 3 and 4, and the East half of the Sout est quarter of Fractional Section 19, Township 30 South, Range 37 East, , Mount Diablo Base and Meridi in the un-incorporated area, County of Kern, State of California, according to the Official Plat thereof. Except a stri of land 200 feet wide; granted to the City of Los Angeles, by Deed recorded July 21, 1921 in Book 366, Pag s) 229 of Deeds. Parcel 26: (APN: 51-080-30) The North half of the rtheast quarter, the Southwest quarter of the Northeast quarter, the Northwest quarter, and the South ha of Section 21, Township 30 South, Range 37 East,. Mount Diablo Base and 1 Meridian, in the un-incorp ated area, County of Kern, State of California, according to the Official Plat thereof, Except a strip of land 250 feet wl e, anted to the City of Los Angeles, by Deed recorded September 20, p P � g 1973 in Book 4804, Page(s) 2456 Official Records. Also except a strip of land 200 feet wi as granted to the City of Los Angeles by Deed recorded September 20, 1973 in Book4804; Page(s) 2459 of fficial Records: Parcel 27: (APN: 181-190-02) The Northwest quarter and the South half of Sec n 29, Township 30 South, Range 37 East, , Mount Diablo Base and Meridian, in the un-incorporated area, Co ty of Kern, State of California, according to the Official Plat thereof. Parcel 28: (APN: 442-020-20) I� Section 9',Township 30 South, Range 34 East, Mount Diablo ase and Meridian, in the un-incorporated area, County-ofKern, State of California, according to the Official t thereof. Except an undivided % interest in all oil, gas and hydrocarbon sub ances, within or underlying said land, as granted to J.C. Walser, also known as John Caswell Walser and Bla the Walser, husband and wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of O cial Records. j Parcel 29: (APN: 442-010-10) The South half of the South half of Section 10, Township 30 South, Range 3 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of California, acc rding to the Official Plat thereof. Except an undivided '/Z interest in all oil, gas and hydrocarbon substances, withiXhusnd ng said land, as granted to J.C. Walser, also known as John Caswell Walser and Blanche Walsed wife as joint tenants, in Deed recorded July 9, 1937 in Book 731, Page(s) 490 of Official Rec Parcel 30: (APN: 4427030.01) Section 15, Township 30 South, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern; State of California; according to the Official Plat thereof. File Number: 138656 Page 6 o 12 '11 rA nxr. AA`f nen -nti% The est half of the Southeast quarter, and the East half of the Southwest quarter of Section 18, Township 30 So h, Range 34 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State of alifornia, according to the Official Plat thereof. Parcel 32: ( N:444-070-09) Section 11, To hip 30 South, Range 36 East, Mount Diablo Base and Meridian; in the un-incorporated area, County of Ke , State of California, according to the Official Plat thereof. j Parcel 33: (APN: 444- 0-04) j Section 13, Township 30 So` th, Range 36 East; Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern, State o alifornia, according to the Official Plat thereof. Parcel 34: (APN 153-051-03) Section 25, Township 29 South, Range 4 East, Mount Diablo Base and Meridian, in the un-incorporated area, County of Kern; State of California, ecording to the Official Plat thereof. Parcel 35: (APN 153-070-05) Tots 1,2,3,4,5,6,7,8,9,10 and 11, the Southwest qu er of the Northeast quarter,; the West half of the Southeast quarter, and the Southwest quarter of Frac 'onal Section 1, Township 29 south, Range 35 East, Mount Diablo Base and Meridian, in the un-incorpora d area, County of Kern, State of California, according to the Official Plat thereof. - Parcel 36: (APN 153-100-13) The East half of Section 19; Lot 1 of the Northwest quarter, the rth Half of Lot 2 of the Northwest j quarter; and Lots 1 and 2 of the Southwest quarter of Fractional Se ion 19, Township 29 South, Range 35 East, Mount Diablo Base and Meridian, in the un-incorporated area, unty of Kem, State of California, according to the Official Plat thereof. Parcel 37; (APN 153-130-03) Fractional Section 1, Township 29 South, Range 36 East, Mount Diablo Base an Meridian, in the un- incorporated area, County of Kern, State of California, according to the Official PI thereof. Parcel 38 (APN 153-030-05) Section 13, Township 29 South, Range 34 East, Mount Diablo Base and Meridian, in the un 'ncorporated area, County of Kern, State of California, according to the Official Plat thereof. Parcel 39: (APN 153-130-01) Section 3, Township 29 South, Range 36 East, Mount Diablo Base and Meridian, in the un-incorporated area, Bile Number; 138656 Page 7 of 12 SCHEDULE B At the date hereof, exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy or policies would be as follows; Taxes: A. Property taxes, which area lien not yet due and payable, including any assessments collected with taxes, to be levied for the fiscal year 2008 - 2009 which are a lien not yet payable. B. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 7 Exceptions 1. Any assessments levied or which may be levied by Kern -Antelope Valley Water Storage District. 2. Right of the public in and to that portion of said property lying within the line of State , Butterbread Road `\ (NO.515), , Affects: Parcels 2,3,7 and 9, 33,35-and 36-� a) Some portion of said land has been created by artificial means or has accreted to such portion so crea (b) Some po ' of said land has been brought within the boundaries thereof by an avulsive movement of the river cam hereinafter mentioned, or has been formed by accretion to any such portion. River or Stream: South Fork e iver, Cottonwood Creek and Jawbone Creek also known as Jawbone Ca Creek. Rights and easements for navigation and fishery which may ex ver that portion of said land lying beneath the waters of the river or stream above -mentioned. Any rights in favor of the public which may exist on said land if said land or portions of are or 5. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public or the purpose of any lawfully established county roads, recorded December 29, 1932 in Book 271, Page(s) 1, of Deeds. No representation is made as to the present ownership of said easement. File Number: 134950 Page 9 of 13 ,. ' An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the City of Los Angeles for the purpose of construct, maintain, operate, reconstruct and. repair pole lines and wires, recorded.March 13, 1920 in Book 346, Page(s) 409, of Deeds, affects Parcel 13 and 14, 2#-MT&TP. 7. recorded August 29, 1933, in book 484, page 42, of Patents. Subject to any ve nd accrued water rights for, mining, agricultural, manufacturing, or other purposes, and rights to di and reservoirs used in connection with such water rights as may recognized and acknowledged by customs, laws and decisions of courts. 1 Also the right of proprietor of a vein or lode to nd remove his ore therefrom should the same be found to penetrate or intersect the premises hereby gran s provided by lain. And there is reserved from the lands hereby granted a right of way thereon itches or canals j constructed by the authority of the United States. 8= An easement for the pui hown below and rights incidental thereto as forth in a document in favor of the City of Los Angeles, a al corporation for the purpose of telephone and telegraph lines, recorded March 17, 1938 in Book 787, a of Official Records, affects Parce127. 9. An easement for the purpose shown below and rights incidental thereto as th in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of telephone legraph , 10. An easement for the purpose shown below and rights incidental thereto as set forth in a document in .favor of Department of Water and Power for the City of Los Angeles for the purpose of electric transmission lines, together with right of ingress to said right of way across said adjoining lands of grantor from pubic highway most convenient to said right of way and right of egress from said right of way to such highway across said adjoining lands of grantor over and along any road now existing or if none, then over the most direct and practical route grantee may select, recorded December 1, 1950 in Book 1749, Page (s) 556, of Official Records, affects Parcel 15 and 17 emd 26 11. favor of The Pacific Te ep h Company for the purpose of construct and maintain communication facilities, together with a right of way e ri lit of access thereto, Y 12. An easement for the purpose shown below and rights incidental thereto as forth in a document in favor of the City of Los Angeles, a municipal corporation for the purpose of support, slope purposes and for cutting and filling recorded September 20, 1973 in Book 4804, Page (s) 2459, of Official Records, affects ParccIX14 No representation is made as to the present ownership of said easement. 13. The matters contained in an instrument entitled "Memorandum of Purchase Agreement" dated February 4, 2008, by and between Rudnick Estates Trust, Oscar Rudnick, trustee and ClM Group Acquisitions, LLC., a California Limited liability Company upon the terms therein provided recorded February 14, 2008, as Instrument/File No. 0208022886 of Official Records. File Number: 134950 Page 10 of 13 Affects: All Parcels. se thereby: Amount: $1,000,000.00 Dated:_ une 11, 2008 Trustor: Ru n' states Trust, Oscar Rudnick, Trustee Trustee: Stewart Title any, a California corporation Beneficiary: CIM/Onyx Ranch Man LLC Recorded: June 16, 2008, as Instrument/F1 0208095275 of Official Records. Loan No.: None shown 15. Any defect in title or claim of defect arising from Kern County superior Court Case No. S-1500-PB- 57626 or from the assertion that the Trustee of the Rudnick Estates Trust had no authority to sell the property described herein or from the failure to disclose the sale of said land from ReNu Resources, LLC, a Delaware limited liability company to the city of Vernon to the Rudnick Estates Trust and the court mentioned above. 16. Lack of a right of access to and from 11 1 the land. Affects Parcels .8 1,5,4,6,10,3,15;16 �-17-�- i� 17.Water rights, claims or title to water in or under said land, whether or not shown by the public records. 20. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. 21. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 22. Unpatented mining claims. (End of Exceptions) n w k�--- V-(D File Number: 134950 Page 11 of 13 ' Stewart Title of California, Inc Stewart °yc � Pp� 5701 Truxtiun Avenue ##200 title of california, inc. Bakersfield CA 93309 (661) 322Z11 Phone (661) 885-4130 Fax PRELIMINARY REPORT Order Number 138656 Title Unit Number 1452 V Q Buyer/Borrower Name: Eligible Western Solar .Land ' 1 \ _ l S Seller Name: CIIVI In response to the above referenced application for a Policy of Title Insurance, Stewart Title of California, Inc. hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referenced to as an Exception on Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions, and Stipulations of said Policy forms. f The printed Exceptions and Exclusions from the coverage. and Limitations on covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusiveremedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limits of Liability for certain coverages are also set forth in Exhibit A. Copies of ' the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit j A of this ;report carefully. The exceptions and exclusions are meant to provide you with notice of matters, which are not covered under the terms of the title insurance' policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report, (and any supplements or amendments thereto) is issued solely for the purpose of facilitating the I. issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of policy of title insurance a binder or commitment should be requested. Dated as of July 2, 2008 at 7:30 a.m. Liz Brewer, Title Officer When replying, please contact Liz Brewer, Title Officer File Number: 138656 PRELIMINARY REPORT The form of Policy of Title Insurance contemplated by this report is: am'California Land Title Association Standard Coverage Policy American Land Title Association Owners Policy U ❑ American Land Title Association Residential Title Insurance Policy I O American Land Title Association Loan Policy 0 California Land Title Association Homeowners Policy j i i ❑ ALTA Short Form Residential Loan Policy (06/16/07) t j SCHEDULE A The estate or interest in the land hereinafter described or referred to covered by this report is: Fee I I Title to said estate or interest at the date hereof is vested in: o— l t i File Number: 138656 Page 2 of 12 I i SCHEDULE B At the date hereof, exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy or policies would be as follows: Taxes: Li evi seal year 2008 - 2009 which are a lien not yet payable. B. supplemental taxes, if any, as essed pursuant to e f Chapter 3.5 Exeeption r,ar 1. Right of the public in an to that portion of said property lying within the line of utterbread Road (No. 515), affects Parcel Jawbone Canyon Road No. 938, as it now exits, Affects Parcels 13, 14 and 11; I lse V-atfey fte-;, Est l?a9s€1s L( 311Q 1 k 2. An easement for the purpose shown below and rights incidental thereto as set forth in a document in favor of the public for the purpose of any lawfully established county roads, recorded December 29, 1932, in Book 271, Page(s) 1, of Deeds. No representation is made as to the present ownership of said easement. nr( V,��� 3. An easement for the purpose shown below and rights incidental thereto as se(ccess, th in a document in favor of George Albert Burke and Thomas Edward Burke for the purpose of, recorded May 9, 1994 in Book 7031, Page(s) 2021 of Official Records, affects Parcels 10 and 11. 4. n ,6� This Company will require that a full copy of any unre bmitted to us, together with 5. The matters contained in an instrument entitle "Memorandum of Purchase Agreement" dated February 4, 2008, by and between Rudnick Estates Trust, Oscar Rudnick, Trustee and CIM Group Acquisitions, LLC., a California Limited Liability Company upon the terms therein provided recorded February 14, 2008, as Instrument/File No. -0208022886 of Official Records. Affects said land and other property. ed thereby: .amount: $1,000,000.00 Dated: 2008 rustor: Rudnick Esta Oscar Rudnick, Trustee rustee: Stewart Title Company, a a i ' corporation Beneficiary: CWOnyx Ranch Manage, LLC Recorded: June 16, 2008, as Instrument/File No. 0208095275 File Number: 138656 Page 9 of 12 Loan No.: not shown. 7. Lack of right of access to and from the land. i 8. Water rights; claims or title to water in or under said land, whether or not shown by the public records. l S cr� Order (�l o, 1 y 5 (End of Exceptions) r l -3 �4 S0 File Number: 138656 INSERT A 14. Terms and conditions of an option agreement, as disclosed by a MEMORANDUM OF OPTION, dated as of October _, 2008, by and between ReNu RESOURCES, LLC, a Delaware limited liability company and the CITY OF VERNON, a California chartered city, recorded October , 2008, as Instrument No. of Official Records. Affects Eastern and Western Solar Land. 15. A non-exclusive easement for access and an irrevocable, non-exclusive license for access, along with rights incidental thereto; pursuant to an ACCESS EASEMENT AND LICENSE AGREEMENT, dated as of October _, 2008, by ReNu RESOURCES LLC, a Delaware limited liability company, to the CITY OF VERNON, a California chartered city, recorded October _, 2008, as Instrument No. , of Official Records. Affects Eastern and Western Solar Land and other land. [Document No. 1902133] 16. A non-exclusive easement for access and an irrevocable, non-exclusive license for access, along with rights incidental thereto, pursuant to an ACCESS EASEMENT AND LICENSE AGREEMENT, dated as of October _, 2008, by the CITY OF VERNON, a California chartered city, to ReNu RESOURCES LLC, a Delaware limited liability company, recorded October_, 2008, as Instrument No. , of Official Records. Affects Eastern and Western Solar Land and other land. [Document No. 1902192] 17. A r on -exclusive easement for access and the use of electrical power lines, along with rights incidental thereto, pursuant to a TRANSMISSION EASEMENT, dated as of October_, 2008, by the CITY OF VERNON, a California chartered city, to ReNu RESOURCES LLC, a Delaware limited liability company, recorded October , 2008, as Instrument No. , of Official Records. Affects Eastern and Western Solar Land and other land. [Document No. 1902182] LA\1908522.1 CITY OF VERNON RE OUIRED . ENDORSEMENT S ENDORSEMENT* DESCRIPTION COMMENTS ALTA 9.4 (unimproved) Restrictions, easements and minerals X, (modified, see attached) 103.12/ALTA 17.1 Indirect access to a public street via an easement X 103.7 Land abuts street X 116.4 Contiguity X (where appropriate) (modified, see attached) Optionee X I LAU 894861.3 The Company insures' against loss or damage sustained by the Insured by reason of- 1. the failure of [parcel(s) X ] to be contiguous to [parcel(s) Y] along the ; or 2. the presence of any gaps, strips, or gores separating the contiguous boundary line described above. This endorsement does not insure against discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. ENDORSEMENT Attached to Policy No. Issued by BLANK TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: (a) Present violations on the Land of any enforceable covenants, conditions or restrictions; (b) Any instrument referred to in Schedule B as containing covenants, conditions or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (ii) for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant; (iii) provides for a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or resrictions. (c) Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. Wherever in this endorsement the words "covenants, conditions, or restrictions" appear; they do. not include the terms, covenants, conditions or limitations contained in an instrument creating a lease. As used in paragraphs L(a), the words "covenants, conditions, or restrictions" do not include any covenants, conditions or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. [Witness clause optional] NOTES AND REQUIREMENTS If title is to be insured in the trustee(s) of a trust or their act is to be insured, we will require a full copy of the trust agreement and any amendments thereto, In certain situations the Company may accept a Trust Certificate, pursuant to Section 18100.5 of the California Probate Code in lieu of the trust agreement. The Company reserves the right to except additional items and/or make additional requirements after reviewing said documents. I I i I File Number: 138656 CALIFORNIA "GOOD FUNDS" LAW California Insurance Code :Section 12413.1 regulates the disbursement of escrow and sub -escrow funds by title companies. The law requires that funds be deposited in the title company escrow account and available for withdrawal prior to disbursement. Funds received by Stewart Title of California, Inc. via wire transfer may be disbursed upon receipt. Funds received via cashier's checks or teller checks drawn on a California Bank may be disbursed on the next business day after the day of deposit. If funds are received by any other means, recording and/or disbursement may be delayed, and you should contact your title or escrow officer. All escrow and sub -escrow funds received will be deposited with other escrow funds in one or more non - interest bearing escrow accounts in a financial institution selected by Stewart Title of California, Inc - Stewart Title of California, Inc. may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or, the maintenance of such accounts with the financial institution, and Stewart Title of California, .Inc. shall have no obligation to account to the depositing party in any manner for the value of, or to pay to such party, any benefit received by Stewart Title of California, Inc.. Such benefits I shall be deemed. additional compensation to Stewart Title of California, Inc. for its services in connection with the escrow or sub -escrow. If any check submitted is dishonored upon presentation for payment, you are authorized to notify all principals and/or their respective agents of such nonpayment. Wire Instructions If you anticipate having fluids wired to Stewart Title of California, Inc., our wiring information is as follows: Additional Note: Direct wire transfers to: Comerica,Bank MC4537' PO Box 512818 I. Los Angeles, CA 90051-0818 i Routing Number: 121137522 Credit to Stewart Title of California, Inc. Account Number: 1891519835 Reference Order Number: 138656 Title Unit Number.: 1452 Title Officer Name: Liz Brower. j When instructing the financial institution to wire funds, it is very important that you reference Stewart Title of California, Inc.'s order number. Should you have any questions in this regard please contact your title officer immediately. i I i j File Number: 138656 Page 12 of 12