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5.A. - Page 241 of 302 EXHIBIT "H" BILL OF SALE AND ASSIGNMENT THIS BILL OF SALE AND ASSIGNMENT (this "Assignment") is executed as of , 2020 by and between City of Redwood City, a charter city and municipal corporation ("Assignor"), and Greystar GP II, LLC, a limited liability company ("Assignee"), with reference to the following facts: 1. Concurrently herewith, Assignor is conveying to Assignee certain real property, together with all improvements thereon, located at 1306 Main Street, Redwood City, California (the "Property"), in accordance with the terms of that certain Purchase and Sale Agreement and Joint Escrow Instructions (the "Agreement") dated as of , 2020, by and between Assignor and Assignee. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement. 2. Assignor desires to assign, transfer and convey to Assignee all of Assignor's interests in: (i) the Personal Property listed in Exhibit 2, attached hereto; (ii) all intangible personal property arising out of or in connection with ownership of the Property, including without limitation, the right to use the current name(s) of the Property, all licenses, permits, certificates of occupancy and franchises issued to Seller by any governmental authorities and all warranties or guaranties given by third parties with respect to the Property or the Personal Property (collectively, the "Intangible Property"): (iii) the Service Contracts listed on Exhibit 3, attached hereto (all of the foregoing being referred to herein collectively as "Assigned Property"). All of the exhibits attached hereto are incorporated herein by reference thereto. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby ASSIGN, TRANSFER and DELIVER and GRANT, SELL and CONVEY to Assignee all of the Assigned Property, including, without limitation of the generality of the foregoing, the following: (a) The Personal Property; (b) The Intangible Personal Property; and (c) The Service Contracts. ff. a 1199\11\2925009.5 244