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<br /> EXHIBIT C
<br /> ASSIGNMENT AND BILL OF SALE
<br /> Reference is hereby made to that certain property located in the City of Redwood City,
<br /> County of San Mateo, California (the "Land "), as described in more detail on Exhibit A of that
<br /> certain Real Estate Purchase and Sale Agreement between Seller and Buyer (as such parties are
<br /> defined below) dated as of , 2011 (the "Agreement "). Capitalized terms used but
<br /> not defined in this Assignment and Bill of Sale (the "Assignment ") have the meaning given to such
<br /> terms in the Agreement.
<br /> For good and valuable consideration, receipt of which is hereby acknowledged, the
<br /> undersigned ( "Seller "), does hereby, give, grant, bargain, sell, transfer, assign, convey and deliver
<br /> to THE REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY ( "Buyer ")
<br /> the following:
<br /> (a) Seller's interest in all rights, privileges and easements appurtenant to the
<br /> Land, including, without limitation, all minerals, oil, gas and other hydrocarbon substances as
<br /> well as all development rights, air rights, water, water rights (and water stock, if any) relating to
<br /> the Land and any easements, streets, gores, strips rights -of -way or other appurtenances used in
<br /> connection with the beneficial use and enjoyment of the Land or otherwise appurtenant to the
<br /> Land (collectively, the "Appurtenances ");
<br /> (b) Seller's interest in all improvements and fixtures located on the Land,
<br /> including all buildings and structures presently located on the Land, all apparatus, equipment and
<br /> appliances used in connection with the operation or occupancy of the Land, such as heating and
<br /> air conditioning systems and facilities used to provide any utility services, refrigeration,
<br /> ventilation, garbage disposal, recreation or other services on the Land (all of which are
<br /> collectively referred to as the "Improvements" and, together with the Land and the
<br /> Appurtenances, the "Real Property "); and
<br /> (c) Seller's interest in and to the extent assignable any tangible or intangible
<br /> personal property owned by Seller and used in the ownership, use and operation of the Land, the
<br /> Appurtenances and the Improvements, including, without limitation, (i) the right to use any trade
<br /> name now used in connection with the Real Property, (ii) all of Seller's right, title and interest in
<br /> and to all plans and specifications relating to the Real Property, (iii) all existing warranties and
<br /> guaranties (express or implied) relating to the Real Property, (iv) Seller's rights under the
<br /> contracts and agreements, if any, described on Schedule hereto (the "Contracts "), and (v)
<br /> the Property Documents all other intangible rights or claims that run with or relate to the Real
<br /> Property (collectively, the "Personal Property ").
<br /> Buyer hereby assumes all of the obligations of Assignor under the Contracts described on
<br /> Schedule attached hereto, to the extent such obligations relate to the period after the Closing
<br /> under the Agreement (the "Transfer Date "), and agrees to be bound by such Contracts from and
<br /> after the Transfer Date for the remainder of the terms thereof. Buyer's acceptance of this
<br /> Assignment shall not constitute or be deemed to constitute an assumption by Buyer of any duties,
<br /> liabilities or obligations of Seller under any other contracts or agreements.
<br /> Purchase and Sale Agreement 1548 Maple
<br /> 03.04. 2011 v.4
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