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2. Within thirty(30)days,each party will execute the requisite corporate <br /> resignations,resolutions and surrender his share certificates in order to effectthechange of ownership and to complete the exchange of shares and ownership <br /> interest in the D.B. PARTNERSHIP, THE DHooT BROS.PARTNERSHIP,. <br /> DHOOT BROS, PARTNERSHIP INC. and DHOOT BROS. ASSOCIATES INC. <br /> and each party will comply with all flings required by statute to be filed with <br /> California Secretary of State and as required by federal and state statutes for <br /> income tax reporting purposes. <br /> 3. Kashmir Dhoot shall resign as President and member of the board and surrender <br /> of his shaves of stock in DHOOT BROS. PARTNERSHIP INC. so that Dalwinder <br /> S. Dhoot will become President of DHOOT BROS.PARTNERSHIP INC. and <br /> Gurdiv Dhoot will become Secretary of this corporation and will be issued shares <br /> of stock in said corporation. <br /> 4. Dalwinder S. Dhoot Shall resign as officer and member of the board of DHOOT <br /> BROS. ASSOCIATES INC. and surrender all of his shares of stock in the <br /> corporation and.Kashmir Dhoot shall continue as President and Gurdev Kaur <br /> Singh Dhoot will become Secretary of this corporation and they will be issued. <br /> shares of stock in said corporation. <br /> 5. For purposes of dividing and exchanging real property assets of the partnerships <br /> between the parties, subject to the possibility that federal and state taxing <br /> authorities may subsequently establish other valuations for said properties than: <br /> those agreed upon herein, the parties agree that they will distribute the personal <br /> property and businesses and take undivided right, title and interest to the real <br /> property assets on the values set forth herein as follows;; <br /> a. Joe's Travel Plaza located at 15600 S. Harlan Road, Lathrop,CA 953.30 <br /> (APN 196200-78) shall be vested in Dalwinder S, Dhoot based on an. <br /> agreed value of$6,000,000 subject to certain debts in the amount of <br /> $3,218,717.50 with an equity position of approximately$2,781,282.50. <br /> (Annexure—A) <br /> b. Joe's Travel Plaza 11 located at 4415 Howard Road,Westley,CA 94387(APN <br /> 016-4224)and all of the vacant parcels of land owned by the DHOOT BROS. <br /> ASSOCIATES INC. (APN 016-4214, 016-4221, 016-4222, 016-4223,. <br /> 0.16-4226, 016-4217) shall be vested in Kashmir Dhoot with an agreed value of <br /> $7,500,000 subject to certain;debts in the amount of$4,684,025.41 with an <br /> equity position of approximately$2,815,974.59(Annexure—B). <br /> c. Kashmir Dhoot shall continue to hold undivided right, title and interest in <br /> the residence located at 5300 Penny Lane,Pleasanton, CA 94588 (APN <br /> 204-100-0064) at$1,525,000 with;a.first mortgage to WashingtonMutual <br /> Initials ,,.�'- Page 2 of 5 <br />