PA AND ESCROW INSTRUCTIONS_SIGNED.PDF

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
C-78- - - -00
C-toS-24- G07 - K-00

This Purchase Agreement and Escrow Instructions (this “Agreement”) is entered into by and
between MARICOPA COUNTY LIBRARY DISTRICT a political taxing subdivision of the
State of Arizona (“Buyer”), and LIFTABLE MEDIA INC., a Delaware corporation, Successor
in interest to Liftable Media, Inc., a Nevada corporation (“Seller”) as of the last date executed
below (the “Effective Date”), Buyer and Seller may collectively be referred to herein as the
“Parties”, or individually as a “Party”.

WITNESSETH:

THAT Seller is the owner of, and agrees to sell to Buyer, and Buyer agrees to purchase
from Seller, the property generally located at 41810 N. Venture Dr., Bldg. F, Phoenix, AZ 85086,
also known as Assessor’s Parcel No. 203-04-540 located in Maricopa County, Arizona, as more
particularly described on Exhibit A, attached hereto and made a part hereof (the “Property”),
together with an undivided interest in and to the common elements as set forth in that certain
Amended and Restated Condominium Declaration for Venture Court Owners Association, Inc.,
recorded August 17, 2015 as Instrument No. 2015-0594893 in the Official Records (as now or
hereafter amended, the “Declaration”), and as shown on the plat of said subdivision recorded in
Book 1024, page 14, in the Official Records (as now or hereafter amended, the “Plat”).

THAT Seller shall convey the Property to Buyer via a duly executed Special Warranty
Deed, the form of which is attached hereto and made a part hereof as Exhibit B.

THAT Buyer acknowledges and agrees that the Property is subject to that certain Amended
& Restated License Agreement (the “License Agreement”) by and between Seller, as licensor,
and Joshua Weidman on behalf of Tek Compass (“Licensee”), as licensee.

NOW THEREFORE, for the good and valuable consideration set forth herein, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree to the following:

TERMS AND CONDITIONS:

1. PURCHASE PRICE. The purchase price for the Property is Nine Million Dollars
($9,000,000.00) (the “Purchase Price”) and shall be paid by Buyer to Seller on or before the Close
of Escrow, defined below. Within ten (10) business days following the Effective Date of this
Agreement, Buyer shall open escrow on this transaction by placing an earnest money deposit (the
“Earnest Money Deposit”) in the amount of One Hundred Fifty Thousand Dollars ($150,000.00)
to be deposited into an escrow account with Escrow Agent, defined below. The Earnest Money
Deposit shall be: i) credited to Buyer toward the Purchase Price at Close of Escrow; ii) shall be
refunded to Buyer if Buyer cancels this Agreement during the Inspection Period as defined in
Section 4.01 below; or (iii) non-refundable following expiration of the Inspection Period for any
reason other than termination of this Agreement as a result of Seller’s default hereunder, or any
other provision hereunder that provides for the return of the Earnest Money Deposit to Buyer.

4894-0026-5873

DocuSign Envelope 1D: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

1.01.

1.02.

1.03.

1.04.

1.05.

4894-0026-5873

Escrow Agent. The escrow agent (“Escrow Agent”) for this Agreement is:

Company: Security Title Agency, Inc

Address: 4722 N. 24" St. Ste. 200, Phoenix AZ 85016
Agent: Jason Bryant

Phone: (602) 230-6297

Fax: (602) 926-0452

Email: — jbryant@securitytitle.com

Escrow Instructions. This Agreement also constitutes escrow instructions to
Escrow Agent. Should Escrow Agent require the execution of its standard form
printed escrow instructions, Buyer and Seller agree to execute same; however, such
instructions shall be construed as applying only to Escrow Agent’s engagement,
and if there are conflicts between the terms of this Agreement and the terms of the
printed escrow instructions, the terms of this Agreement shall control. By accepting
this escrow, Escrow Agent agrees to be bound by the terms of this Agreement as
they relate to the duties of Escrow Agent. If required, Escrow Agent agrees to be
the designated “reporting person” under §6045(e) of the U.S. Internal Revenue
Code of 1986 as amended (the “Code”) with respect to the real estate transaction
described in this Agreement and to prepare, file and deliver such information,
returns and statements as the U.S. Treasury Department may require by regulations
or forms in connection with such requirements, including Form 1099-S,

Escrow Opening Date. The “Escrow Opening Date” shall be the date that a fully
executed copy of this Agreement is delivered to Escrow Agent.

Close of Escrow Date. Close of Escrow shall occur no later than forty-five (45)
days after the expiration of the Inspection Period, which date shall be referred to as
the “Close of Escrow” Buyer shall establish the date for Close of Escrow with at
least seven (7) days’ prior written notice to Seller and Escrow Agent. The Director
of Real Estate of Maricopa County may, in its sole discretion, determine Close of
Escrow as provided in this Section 1.04. All real property taxes and assessments,
income and expense pro-rations, if any, shall be as of the Close of Escrow. At the
Close of Escrow, both the title to, and possession of, the Property shall be
transferred from Seller to Buyer.

Title Insurance; Close of Escrow Costs and Prorations.

a) Atthe Close of Escrow, Escrow Agent shall issue, or cause to be issued, a standard
coverage owner’s policy of title insurance in the amount of the Purchase Price and
naming Buyer as the insured. Seller agrees that the cost of the standard coverage
owner’s title policy shall be deducted from Seller’s proceeds, and/or Seller’s
funds, at Close of Escrow. Seller is responsible for all real property taxes that
have accrued on the Property through Close of Escrow. Buyer is exempt from

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

1.06.

1.07.

4894-0026-5873

the payment of real property taxes by operation of law. Seller shall pay transfer
taxes (if any) and one-half of all recording fees, and all other fees and costs
incurred to repay any liens or other expenses incurred by Seller in connection
with this transaction. Buyer and Seller each agree to pay one-half (1/2) of the
escrow fee except as previously stated herein. Any fees, taxes or other charges
payable due to the transfer of the Property, including the Transfer Fee owed to
the Association pursuant to Section 7.12 of the Declaration, shall be paid in full
by Buyer. Each Party agrees to pay its own attorney fees.

b) All of the above-referenced costs that are the responsibility of Buyer shall be
paid into escrow on or before the Close of Escrow in addition to the Purchase
Price. Any monetary encumbrances existing against the Property at the Close
of Escrow, and all costs that are the responsibility of Seller, may, at Seller’s
election, be paid from Seller’s proceeds, and/or Seller’s funds, prior to, or at
Close of Escrow as required by Escrow Agent and prior to any distributions to
Seller. Seller shall deliver fully executed releases in form able to be recorded
and in form acceptable to the Escrow Agent such that they may be removed as
exceptions to title for any and all costs and encumbrances that are not to be paid
by the Escrow Agent from Seller’s proceeds at Close of Escrow.

Real Estate Commission. Seller shall pay the entirety of the brokerage
commission associated with this transaction. Seller hereby indemnifies Buyer
against, and agrees to hold Buyer harmless from, any claim, demand or suit for any
brokerage and/or real estate commission, finder’s fee, or similar charge in respect
to the execution of this Agreement or the purchase and sale transaction based on
any act by or agreement or contract with Seller, and for all losses, obligations, costs,
expenses and fees (including attorneys’ fees) incurred by Buyer due for or arising
from any such claim, demand or suit, including, but not limited to, any amounts
payable to Seller’s listing broker.

Close of Escrow Documents. On or before the Close of Escrow, Seller and Buyer,
as applicable, shall deliver to Escrow Agent:

a) A Special Warranty Deed, duly executed and acknowledged on behalf of Seller,
conveying the Property to Buyer, the form of which is attached hereto and made
a part hereof as Exhibit B.

b) An Assignment and Assumption of License Agreement, duly executed by Seller
and Buyer, whereby, as of the Close of Escrow, Seller shall assign to Buyer,
and Buyer shall assume from Seller, all of Seller’s rights, title, interests,
obligations and liabilities in, to and under the License Agreement, arising from
and after the Close of Escrow, the form of which is attached hereto and made a
part hereof as Exhibit B (the “License Assignment”).

c) Such other documents as shall be reasonably required by Escrow Agent as a
condition to insuring title to the Property and as required to effectuate the Close
of Escrow.

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

1.08.

Seller’s Obligations Regarding Reports. Seller and Buyer acknowledge and
agree that, prior to the Escrow Opening Date, Seller has provided Buyer with
access, via an electronic data room or other electronic means, to true, complete and
accurate copies of the items listed on Exhibit C (the “Reports”). Seller having
recommended to Buyer that it conduct its own examination, inspection and
investigation of the Property and the Reports on or before the expiration of the
Inspection Period.

2. TITLE COMMITMENT.

2.01.

2.02.

4894-0026-5873

Preliminary Title Report. Within ten (10) business days of Escrow Opening Date,
Escrow Agent shall provide to Buyer, at Seller’s expense, a Commitment for Title
Insurance for the Property (the “Title Report”) together with legible copies of all
documents specifically described in Schedule B II thereof, for Buyer’s review.
Further, in the event that any updates, supplements or amendments to the Title
Report are subsequently prepared, copies of such documents shall be timely
delivered to Buyer by Escrow Agent.

Title Objections; No Obligation to Act.

a) Buyer shall have until the date that is ten (10) Business Days prior to
expiration of the Inspection Period (the “Review Period”) in which to
review the Title Report and satisfy itself with the condition thereof. If Buyer
disapproves of anything set forth therein, Buyer may give Seller and Escrow
Agent written notice of any title exception(s) which is unacceptable to
Buyer, in Buyer’s sole and absolute discretion (each such matter or
exception, a “Disapproved Matter”). If, following the Review Period and
prior to Close of Escrow, Escrow Agent issues a supplemental or amended
Title Report showing additional materially adverse title exceptions,
requirements, or other title matters not set forth in the initial Title Report
(each, an “Amended Title Report”), Buyer shall have until five (5)
Business Days from the date of Buyer’s receipt of the Amended Title Report
(together with the most legible copies available of all documents referenced
therein) (each a “Supplemental Review Period”) in which to give notice
of dissatisfaction as to any additional Disapproved Matters. If Buyer does
not object to an exception to title as disclosed by the Title Report or an
Amended Title Report within the applicable time period, such matter or
exception shall be deemed to have been approved by Buyer and shall
thereafter be an Approved Title Exception (as defined below).

b) If Buyer gives timely notice of any Disapproved Matter, then Seller shall
notify Buyer in writing within five (5) Business Days after receiving
Buyer’s notice of any Disapproved Matter (and in any event before the
Close of Escrow) whether Seller will cure any of the Disapproved Matters
as requested by Buyer prior to Close of Escrow, it being understood and

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

4894-0026-5873

d)

agreed, however, that Seller shall have no duty whatsoever to eliminate or
secure a title endorsement against any such Disapproved Matter (except for
the Non-Approved Exceptions). Seller’s failure to deliver such notice by
such date shall be deemed as Seller’s election not to cure any Disapproved
Matters prior to Close of Escrow in the manner requested by Buyer. If
Seller elects or is deemed to have elected not to cure any Disapproved
Matter before the Close of Escrow (or such earlier date as Seller may notify
Buyer of its inability to cure), then, as Buyer’s sole and exclusive remedy,
it may elect by written notice given on or before the earlier of (a) five (5)
Business Days following Seller’s election or deemed election or Seller’s
notice, or (b) the scheduled Close of Escrow, to cancel this Agreement and
receive a refund of the Earnest Money Deposit, or to waive such objections
and the transaction will proceed as scheduled. If Buyer fails to elect to
cancel the Agreement within the applicable time period, Buyer will be
deemed to have waived its objections and elected to proceed with this
transaction. If Seller elects to cure any Disapproved Matter(s), then Buyer
shall be deemed to have provisionally accepted title subject to Seller’s
removal of the Disapproved Matters, in which case Seller shall, on or prior
to the Close of Escrow, use commercially reasonable efforts to eliminate
any Disapproved Matters or obtain title insurance endorsements against
such Disapproved Matters in form and substance reasonably acceptable to
Buyer.

Notwithstanding anything to the contrary in this Agreement, title to the
Property shall be delivered to Buyer at the Close of Escrow free and clear
of all mechanics’, materialmen’s, supplier’s, or professional service liens
arising from work performed by or on behalf of Seller on or before Close
of Escrow, voluntary deeds of trust and other financing encumbrances
created or assumed by Seller, and judgment liens against Seller, federal or
state income or sales tax liens against Seller (collectively, “Non-Approved
Title Exceptions”). All such Non-Approved Title Exceptions are
disapproved for the purposes hereof, and Buyer need not give any further
notice of disapproval as to those items.

Seller shall instruct Escrow Agent to provide Buyer an extended coverage
title insurance policy within ten (10) days of Escrow Opening Date, if
available, in which event Buyer shall pay the amount of increased premium
and the cost of any survey necessary to obtain extended coverage title
insurance issued through the Escrow Agent in the form in use on the date
of issue, insuring Buyer in the amount of the Purchase Price of the Property.
Buyer shall be solely responsible, at Buyer’s cost, for satisfying Escrow
Agent’s requirements and conditions for the issuance of an extended
coverage title insurance policy, if desired by Buyer.

The License Agreement, the matters shown in the Title Report and any
Amended Title Report (other than standard printed exceptions and

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

3.01.

3.02.

3.03.

3.04.

3.05.

3.06.

3.07.

3.08.

3.09.

4894-0026-5873

exclusions that will be included in the owner’s policy) that are approved or
deemed approved by Buyer in accordance with this Section 2 and any other
matters approved by Buyer in writing, are referred to in this Agreement as
the “Approved Title Exceptions.”

SELLER'S REPRESENTATIONS.

Seller owns the Property in fee simple and has full power and authority to execute
this Agreement and to consummate the transaction contemplated herein.

Seller represents that, to Seller’s knowledge, there is no pending or threatened
condemnation proceeding affecting any part of the Property, and Seller has not
received any notice of any such proceeding and has no knowledge that any such
proceeding is contemplated.

Seller represents that there are no parties in adverse possession of the Property; as
of the Close of Escrow, there will be no parties in possession of the Property except
Seller and Licensee under the License Agreement; and no other party has been
granted any license, lease, or other right relating to the use of possession of the
Property that remain in effect as of the Close of Escrow except for the License
Agreement.

Seller has not granted any rights of first refusal or options to purchase the Property
to any other third party.

From and after the Effective Date of this Agreement, Seller shall not at any time
prior to Close of Escrow, grant any additional interest in the Property to any party,
or voluntarily encumber the Property.

From and after the Effective Date of this Agreement, Seller shall continue to
maintain the Property through Close of Escrow in the same condition the Property
exists at the time of full execution of this Agreement, general wear and tear
excepted.

All representations and warranties of Seller contained in this Agreement are true on
and as of the Escrow Opening Date and will be true on and as of the Close of
Escrow.

Seller shall operate the Property up to the Close of Escrow Date and Seller shall not
remove any fixtures unless the same is replaced by property of equal or greater
value. Title to the generator currently located on the Property will transfer to Buyer
at Close of Escrow as part of the Property.

If, at any time prior to Close of Escrow, Seller, or any representative of Seller,
learns of any facts or circumstances, which would render any of the foregoing
representations and warranties untrue, then Seller shall promptly notify Buyer of

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

4894-0026-5873

all such facts and circumstances (an “Exception to Warranty Notice”) and if such
facts or circumstances would, at the sole discretion of Buyer, have a material
adverse effect on Buyer’s use of the Property, Buyer shall have the right, within
five (5) business days following receipt of an Exception to Warranty Notice, as its
sole and exclusive remedy, to elect to (i) terminate this Agreement, whereupon the
Earnest Money Deposit previously deposited in escrow shall be immediately
returned to Buyer, and thereafter, except as otherwise provided in this Agreement,
neither party shall have any further obligation or liability to the other hereunder; or
(ii) waive any claim against Seller arising out of or related to the information
disclosed and proceed with the transaction, in which case the representation or
warranty shall be deemed modified as necessary to conform with the additional
information disclosed to Buyer in the Exception to Warranty Notice. If Buyer
determines during the Survival Period, defined below, that any of the
representations and warranties of Seller in Section 3 are materially untrue, then
Buyer may pursue all rights and remedies Buyer may have at law or in equity
against Seller; provided that that any action to pursue such remedy shall be
commenced prior to the expiration of such Survival Period. Notwithstanding
anything herein to the contrary, if the Close of Escrow occurs, Buyer hereby
expressly waives, relinquishes and releases any right or remedy available to it at
law, in equity, under this Agreement or otherwise to make a claim against Seller
for damages that Buyer may incur, or to rescind this Agreement and the transaction
contemplated hereby, as the result of any of Seller’s representations or warranties
in this Agreement or any document executed by Seller in connection herewith being
untrue, inaccurate or incorrect if Buyer knew that such representation or warranty
was untrue, inaccurate or incorrect at the time of the Close of Escrow.

ACCESS TO PROPERTY.
Buyer’s Investigations; Right of Entry.

Commencing on the Effective Date of this Agreement, and ending at 5 p.m. on the
sixtieth (60th) day following the Escrow Opening Date (“Inspection Period”),
Buyer, and its agents or assigns, shall have the right to enter the Property, at Buyer’s
cost and expense, for the purposes of completing such non-invasive tests, studies,
investigations, surveys, appraisals, and physical inspections of the Property that
Buyer deems necessary or appropriate, including but not limited to a Phase [
environmental site assessment, and if necessary, a Phase II environmental site
assessment (“Buyer Investigations”), as Buyer deems necessary to assure Buyer
that the Property is suitable for Buyer’s intended purposes and that no Hazardous
Substances, defined below, are located on or under the Property. Buyer shall not
conduct, permit or allow any intrusive testing to occur (i.e., drilling or boring into
the Property) without first obtaining Seller’s prior written consent, which shall not
be withheld without complete explanation. If Seller shall refuse such consent,
Buyer may terminate this Agreement. Seller, for security purposes, shall have the
right to have its agents present during any and all inspections by Buyer. All
inspections shall be arranged at mutually convenient times. Any entry by Buyer

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

b)

4.02.

4.03.

4894-0026-5873

onto the Property, as well as any inspections, investigations, studies, and tests of
the Property in connection therewith, shall be subject to, and conducted in
accordance with, all applicable laws and the terms and conditions of the
Declaration, which may require additional notices to or consents from the Venture
Court Owners Association, Inc. (the “Association”) under the Declaration. Buyer
may, upon written notice delivered to Seller and Escrow Agent no later than the
expiration of the Inspection Period extend the Inspection Period due to the
requirements of such terms and conditions. If Seller unreasonably delays or denies
Buyer access during the Inspection Period, Buyer shall have the right to (i) extend
the Inspection Period one day for each day of any such unreasonable delay or (ii)
in Buyer’s sole discretion, deliver notice terminating this Agreement to Seller and
Escrow Agent and the Earnest Money Deposit shall be refunded to Buyer.

Within ten (10) business days of the Escrow Opening Date, Seller shall deliver to
Buyer electronic copies of any (i) surveys and site plans that pertain to the Property,
(ii) tax notices and correspondence; (iii) zoning reports and/or letters; (iv) existing
soil reports; (v) correspondence and/or reports from regulatory agencies; (vi) the
License Agreement; and (vii) similar records relating to the Property, or the
development thereof, that are in the possession of, or are readily available to, Seller
or its agents (collectively, the “Due Diligence Documents”), if any.

If Buyer Investigations are not acceptable to Buyer, in Buyer’s sole discretion,
Buyer may deliver written notice terminating this Agreement to Seller and Escrow
Agent on or before the end of the Inspection Period, in which event this Agreement
and the related escrow will be deemed immediately cancelled, and Buyer shall be
refunded the Earnest Money Deposit. Seller will pay customary escrow
cancellation charges, and neither Buyer nor Seller will have further rights or
obligations regarding this Agreement. If Buyer fails to timely deliver a written
termination notice in accordance with the foregoing, Buyer will be deemed to have
elected not to terminate this Agreement and the Inspection Period shall be deemed
waived. Seller has no obligation to cure or remove any matter found as a result of
Buyer Investigations pursuant to this Agreement.

Insurance. Seller acknowledges and agrees that Buyer is self-insured. If
requested, Buyer shall deliver proof of self-insurance to Seller.

Environmental Stipulations. If Seller has knowledge or possession of any
environmental reports on the Property, Seller shall, within ten (10) business days
of the Escrow Opening Date, provide Buyer with a list and the date of any
environmental reports conducted on the Property that are known to the Seller, and
provide a copy of said reports that are in Seller’s possession to the Buyer. Buyer
may, at its own expense, have the environmental report(s) updated and certified or
addressed to Buyer and/or obtain new environmental report(s), all at Buyer’s
expense.

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

4.04. Survey of the Property. Seller shall disclose to Buyer any and all surveys of the
Property known to the Seller and shall, within ten (10) business days of the Escrow
Opening Date, furnish a copy of said survey(s) in Seller’s possession to Buyer.

4,05. Damages. Buyer shall be solely responsible for any damage Buyer causes to the
Property prior to the Close of Escrow.

4.06. Claims Arising Out of Entry. To the extent not prohibited by law, Buyer, and its
agents or assigns, agree to indemnify, defend, and hold harmless Seller, as indemnitee,
from and against any and all any and all Claims (including, without limitation, claims
for mechanics’ liens or materialmen’s liens) arising out of Buyer’s, or its officers,
officials, agents, employees, or contractors, entry on to the Property for the purposes
of conducting the investigations, surveys, and inspections contemplated above but
only to the extent that such Claims are caused by the act, omission, negligence,
misconduct, or other fault of Buyer and/or its officers, officials, agents, employees, or
contractors. The provisions of this Section 4.04 shall survive the termination of this
Agreement.

5. BUYER'S REPRESENTATIONS. Buyer represents that it has full power and
authority to enter into this Agreement and to consummate all of the transactions hereby
contemplated. ;

6. CONDITION PRECEDENT TO CLOSE OF ESCROW. Close of Escrow is
contingent upon Seller providing proof from each and every association with jurisdiction over the
Property that the use of the Property as a library will not violate any restrictions imposed upon the
Property (the “Declaration Use Approvals”). Notwithstanding anything to the contrary, if despite
commercially reasonable, good-faith efforts, Seller is unable to obtain the Declaration Use
Approvals prior to the Close of Escrow: (a) such failure shall not be deemed a breach or default
by Seller under this Agreement; (b) Seller and Buyer agree to reasonably cooperate to extend the
Close of Escrow for a reasonable amount of time in order to afford Seller more time to pursue the
Declaration Use Approvals; and (c) if Seller is still nevertheless unable to obtain the Declaration
Use Approvals by the extended Close of Escrow, Buyer may, by written notice to Seller and
Escrow Agent given on or before the mutually-approved extended Close of Escrow, cancel this
Agreement. Upon such cancellation, Buyer shall be entitled to a return of the Earnest Money
Deposit.

7. RISK OF LOSS. Except as otherwise provided in this Agreement, all risk of loss
related to ownership and possession of the Property, including liability to third persons, shall be
the responsibility of Seller until the title and possession of the Property passes to Buyer at Close
of Escrow. If any loss, damage, or taking occurs prior to Close of Escrow of the Property (other
than loss or damage caused by Buyer) that renders the Property unusable or ill-suited (as
determined by Buyer in its sole, but reasonable, discretion) for Buyer’s intended use, Buyer, at
Buyer’s sole option and by written notice to Seller and Escrow Agent, will be entitled to cancel
this Agreement and the related escrow. Upon Buyer’s cancellation of this Agreement under the
preceding sentence, the cancellation will be immediate, Buyer’s Earnest Money Deposit (if any)
shall be returned to Buyer, and neither Seller nor Buyer will have any further obligation or

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

responsibility to the other to perform under this Agreement, except as otherwise provided in this
Agreement.

8. ENVIRONMENTAL LIABILITY. To the best of Seller’s knowledge, no hazardous
substances or wastes or petroleum products have been located on the Property, and Seller has
received no notice of any violations of any local, state or federal statutes or laws governing the
generation, treatment, storage, disposal or clean-up of hazardous substances. To the best of Seller’s
knowledge, there are no underground storage tanks on the Property.

9. ASSIGNABILITY. Neither Seller nor Buyer may assign any of its rights or
obligations under this Agreement without the other Party’s advance written consent. This
Agreement shall be binding upon Seller and Buyer and their respective successors and permitted
assigns.

10. BREACH OF AGREEMENT, DAMAGES.

10.01. In the event of: (i) the breach or non-performance of this Agreement by Seller; or
(ii) a default in the performance of any of its obligations hereunder by Seller, and
if Seller fails to cure the breach or default within thirty (30) business days after
receipt of written notice from Buyer specifying the breach or default, then Buyer,
in its sole discretion, may terminate this Agreement and the escrow by giving
written notice to Seller and the Escrow Agent. If that occurs, Seller shall be liable
for all customary escrow cancellation charges, Escrow Agent shall refund the
Earnest Money Deposit to Buyer, and Seller shall reimburse Buyer for costs and
expenses incurred by Buyer in connection with this Agreement in an amount not to
exceed Fifty Thousand Dollars ($50,000.00). Notwithstanding the foregoing, if
Seller is in default with respect any of its obligations under this Agreement that
survive the termination or Close of Escrow of this Agreement, Buyer shall have all
rights and remedies at law or in equity in connection with such default, provided
that in no event shall Buyer be liable for any consequential, punitive, special or
exemplary damages. ‘

10.02. In the event of: (i) the breach or non-performance of this Agreement by Buyer
without cause; or (ii) Buyer fails to close this transaction, other than due to the
default of Seller, and if Buyer fails to cure the breach or failure within thirty (30)
business days after receipt of written notice from Seller specifying the default,
Seller may, as its sole and exclusive remedy, terminate this Agreement and escrow
by giving written notice to Buyer and Escrow Agent. Buyer shall be liable for all
customary escrow cancellation charges and one-half (1/2) of the Earnest Money
Deposit shall be forfeited to the Seller. Such payment of the escrow cancellation
charges and Earnest Money Deposit shall be. the Seller’s sole and exclusive
remedy in the event of default by Buyer; Seller hereby waives and releases any
right to, and hereby covenants that Seller shall not, sue the Buyer for (a) specific
performance, or (b) damages.

11. INTENTIONALLY DELETED.

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

12. “AS-IS, WHERE IS”. At Close of Escrow, the Property will be conveyed to
Buyer by Seller in a strict “as is, where is” condition with all defects and liabilities, latent or
apparent. Seller has made no representations or warranties regarding the condition of the Property
other than as set forth in this document and Buyer does not and may not rely upon any
representation or warranty that is not set forth in writing in this Agreement or in the Special
Warranty Deed (the “Express Representations”). Except with respect to the Express
Representations, Seller and Seller’s officers, directors, shareholders, partners, managers, members,
employees, affiliates, agents, attorneys, successors, personal representatives, heirs, executors, or
assigns are released from all responsibility and liability regarding the Property, including, without
limitation, the development potential of the Property; the condition, valuation or utility of the
Property, or its suitability for any purpose whatsoever; title and survey matters with respect to the

Property.

13. NOTICES. No notices, waiver, or other communication under this Agreement
shall be effective unless in writing and personally served, or sent by certified mail, return receipt
requested, with postage prepaid or by commercial express delivery service providing receipted
delivery. All such notices shall be addressed to the Parties at the addresses noted below. If
personally served, or sent via commercial delivery service, any such notice shall be deemed given
at the time of such service or, if by mail, two (2) calendar days following the depositing of the
same in a post office box regularly maintained by the United States Postal Service.

BUYER: SELLER:

Maricopa County Library District Liftable Media Inc.

Library Administration 41810 N. Venture Dr., Bldg. F

9330 East Riggs Road Phoenix, AZ 85086

Sun Lakes, AZ 85248 Attn: Patrick Brown

Copy to: Copy to:

Maricopa County Snell & Wilmer L.L-.P.

Attn: Director, Real Estate Department 1 East Washington Street, Suite 2700
2801 W. Durango Street Phoenix, AZ 85050

Phoenix, AZ 85009 Attn: Ryan Konsdorf

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

14. 1031 EXCHANGE. Any party/parties may consummate (and the other
party/parties shall reasonably cooperate with) the sale of the property as part of a so-called like
kind exchange (“Exchange”), pursuant to applicable tax codes, provided that: (a) the Close of
Escrow shall not be delayed or affected by reason of the Exchange nor shall the consummation or
accomplishment of the Exchange be a condition to any party’s obligations under this Agreement;
(b) no party shall incur any cost or liability in connection with another party’s Exchange; (c) the
exchanging party shall effect the Exchange through an assignment of all or a portion of this
Agreement, or its rights under this Agreement, to a qualified intermediary reasonably approved by
the other party; (d) the non-exchanging party shall not be required to take an assignment of the
purchase agreement for the relinquished property or be required to acquire or hold title to any real
property for purposes of consummating the Exchange; and (e) the exchanging party shall pay any
additional costs that would not otherwise have been incurred by either party had the exchanging
party not consummated its purchase through the Exchange. The non-exchanging party shall not by
this Agreement or acquiescence to the Exchange (i) have its rights under this Agreement affected
or diminished in any manner, or (ii) be responsible for compliance with or be deemed to have
warranted to the exchanging party that the Exchange in fact complies with Section 1031 of the
Code. Furthermore, Buyer shall have the right to reasonably approve the form and manner of any
Exchange effectuated by Seller in order to ensure compliance with Maricopa County’s
requirements, standards and practices.

15. GENERAL PROVISIONS.

15.01. Date of Agreement. The date of this Agreement for all purposes where such date
is referenced herein shall be the date last signed on the signature pages that follow.

15.02. Section Headings. The section headings in this Agreement are inserted only as a
matter of convenience in reference and are not to be given any effect whatsoever in
construing any provision of this Agreement.

15.03. Authority to Execute. Seller and Buyer both acknowledge that the person(s)
whose signatures appear below have appropriate authority to execute this
Agreement on behalf of Seller and Buyer. Seller to provide documentation to
Escrow Agent and Buyer with proof of Seller’s authority to execute prior to the
Close of Escrow.

15.04. Counterparts and Recitals. This Agreement may be signed in any number of
counterparts, each of which shall be deemed an original but all of which together
shall constitute one and the same instrument. Electronic signatures shall have the
same force and effect as original signatures. The Recitals by this reference are
hereby incorporated into this Agreement.

15.05. Survival and Expiration. All representations, indemnities and warranties made in

the Agreement shall survive the Close of Escrow or expiration of this Agreement
for a period of twelve (12) months (the “Survival Period”).

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

15.06.

15.07.

15.08.

15.09.

15.10.

15.11.

15.12.

15.13.

4894-0026-5873

Non-Foreign Affidavits. Seller agrees that, in order to comply with Internal
Revenue Code Section 1445, Seller will sign a Non-Foreign Affidavit in a form
provided by Escrow Agent and approved by Buyer. Said Affidavit to be delivered
to Escrow Agent on or before the Close of Escrow.

Severability. If any term, covenant, condition or provision of this Agreement, or
the application thereof to any person or circumstance shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such terms or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby, and
each term, covenant, condition and provision of this Agreement shall be valid and
be enforceable to the fullest extent permitted by law.

Conflict of Interest. This Agreement is subject to A-R.S. § 38-511, the provisions
of which are incorporated herein by reference, and may be canceled pursuant
thereto.

Waiver. Failure of any Party to exercise any term, condition, right, or option
arising out of a breach of this Agreement shall not be deemed a waiver of any other
term, condition or covenant herein, or of a subsequent breach of any term, right,
option, covenant or condition herein with respect to any subsequent or different
breach, or the continuance of any existing breach.

Ambiguity. This Agreement was drafted by Buyer with the assistance of their
attorneys. Neither Buyer or its attorneys have rendered legal or other advice to
Seller regarding sale of the Property or the specific terms of this Agreement. Seller
is aware of its right to obtain independent professional and/or legal assistance with
this Agreement and, upon signing of the Agreement, represents that they have taken
all steps they deem necessary (including but not limited to, seeking the advice of
professionals and/or attorneys) to assist them with this transaction. Consequently,
any ambiguity in this Agreement shall not be construed against either Party.

Venue, Governing Law This Agreement shall be deemed to be made under,
construed in accordance with, as well as governed, interpreted and regulated by, the
laws of the State of Arizona. Suit to enforce any provision of this Agreement, or
to obtain any remedy with respect hereto, may be brought in the Superior Court of
the State of Arizona, Maricopa County.

Statutory Authority. The Property is being purchased by Buyer in compliance
with A.R.S. 11-251.

Time is of the Essence. Other than where this Agreement provides for a period of
cure, time is of the essence in the performance of all obligations under this
Agreement. If the time for performance of any obligation or for taking any action
under the Agreement expires on a Saturday, Sunday, or legal holiday, the time for
performance or for taking action will be extended to the next succeeding day which

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

is not a Saturday, Sunday, or legal holiday and during which Escrow Agent is open
for business. For purposes of this Agreement, “business day” means a day that is
not a Saturday, Sunday, or legal holiday and during which Escrow Agent is open
for business.

15.14. Amendment. This Agreement may only be amended by a written instrument
executed by Buyer and Seller expressly stating their intention to amend this
Agreement.

15.15 Administration of Agreement. The Assistant County Manager for Maricopa
County and/or the Director of the Real Estate Department for Maricopa County
shall administer this Agreement on behalf of Buyer, including executing documents
to advance administration of this Agreement.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written
below.

SELLER:

LIFTABLE MEDIA INC.,

a Delaware corporation
DocuSigned by:

Patrice Drow,

By: 4B9CC13D678D440.
Patrick Brown

President

1/17/2024
Date:

4894-0026-5873

C-WS-2H-O01-K -OO
DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

BUYER:
MARICOPA COUNTY LIBRARY DISTRICT,
a political subdivision of the State of Arizona

By:

Chairman of the Board

Date:

ATTEST:

Clerk of the Board Date

APPROVED AS TO FORM:

DocuSigned by:
(us, Pregulman. 1/9/2024

07695337ADCA460...

Deputy County Attorney Date

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

ACCEPTANCE BY ESCROW AGENT

The Purchase Agreement & Escrow Instructions are accepted on this _ day of December,
2023. Escrow Agent hereby accepts the engagement to handle the escrow established by this
Agreement in accordance with the terms set forth in this Agreement.

ESCROW AGENT: Security Title Agency, Inc

By:

Jason Bryant, Escrow Agent

4894-0026-5873

DocuSign Envelope 1D: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

EXHIBIT A
Attached to Purchase Agreement & Escrow Instructions

PROPERTY

Building F, VENTURE COURT PROFESSIONAL PLAZA AMENDED, a condominium as
created by that certain Condominium Declaration recorded September 25, 2007 in Recording No.
2007-1058022 of Official Records, and Amendment to Condominium Declaration recorded
March 20, 2009 in Recording No. 2009-0246175 and Amended and Restated Condominium
Declaration, recorded August 17, 2015 in Recording No. 2015-0594893 of Official Records, and
as shown on the plat of said subdivision recorded in Book 1024, Page 14, in the Office of the
County Recorder of Maricopa County, Arizona.

Together with an undivided interest in the common elements as set forth in said Declaration.

EXCEPT the minerals reserved in the Patent of said land.

A.P.N. 203-04-540

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

EXHIBIT B
Attached to Purchase Agreement & Escrow Instructions

FORM OF SPECIAL WARRANTY DEED

WHEN RECORDED, RETURN TO:

Attn:

EXEMPT FROM AFFIDAVIT AND FEE
PER A.R.S. § 11-1134(A)(3)

SPECIAL WARRANTY DEED

For the consideration of the sum of Ten Dollars ($10.00) and other valuable considerations
received, LIETABLE MEDIA INC, a Delaware corporation (“Grantor”), does hereby convey to
(“Grantee”), whose address ;
the following described real property (the “Property”) situated in Maricopa County, Arizona:

SEE EXHIBIT “A” ATTACHED HERETO AND BY THIS
REFERENCE MADE A PART HEREOF

TOGETHER WITH all improvements, structures, buildings, and other fixtures and related
appurtenances located on such real property and all rights and privileges appurtenant to the real
property, all of which are agreed to be and constitute a part of the real property, together with all
rights, easements, tenements, hereditaments and appurtenances in any way relating or incident to
the ownership of the real property;

SUBJECT TO: (i) current taxes and other current applicable assessments; (ii) patent
reservations; (iii) all covenants, conditions, restrictions, reservations, easements and declarations,
encumbrances, liens, obligations, liabilities or other matters of record; and (iv) any and all
conditions, easements, encroachments, rights-of-way, or restrictions which a physical inspection,
or accurate ALTA survey, of the Property would reveal; and (v) the applicable zoning and use
regulations of any municipality, county, state, or the United States affecting the Property.

AND GRANTOR hereby binds itself and its successors to warrant and defend the title
against all of the acts of Grantor and no other, subject to the matters set forth above.

4894-0026-5873

DocuSign Envelope ID: 7BCE1BAE-B2DF-4A23-B449-BADE7DA322C2

IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed

this ss dayof— i 20022
GRANTOR:
LIFTABLE MEDIA INC,
a Delaware corporation
By:
Name: Patrick Brown
Its: President

STATE OF )

) ss.
County of )
The foregoing instrument was acknowledged before me this day of

, 202__, by Patrick Brown, the President of the Board of f Liftable Media
Inc, a Delaware corporation, for and on behalf thereof.

Notary Public

My Commission Expires:

4894-0026-5873