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Store #41341
<br />GENERAL ASSIGNMENT AND BILL OF SALE
<br />TIES GENERAL ASSIGNMENT AND BILL OF SALE ("Assignment"), by and between
<br />STHEM PACIFIC, LLC, a California limited liability company ("Assignor"), and 7 -ELEVEN,
<br />INC., a Texas corporation ("Assignee"), is made and entered into effective as of June A7 2021.
<br />Recitals
<br />Assignor and Assignee have heretofore entered into a Freestanding Lease dated as of
<br />December 4, 2019, as amended (collectively, the "Lease"), providing, among other things, for the
<br />sale by Assignor and the purchase by Assignee of certain assets owned and held by Assignor in
<br />connection with Assignor's ownership of a motor fuels dispensing facility at 4415 Pacific Avenue,
<br />Stockton, California.
<br />Pursuant to Article 213, 15A(b) and Article 23 the Lease, Assignor and Assignee are
<br />required to execute and deliver this Assignment in connection with the consummation of the
<br />transaction contemplated by the Lease.
<br />Any capitalized term used but not defined in this Assignment shall have the meaning
<br />ascribed to such term in the Lease.
<br />NOW, THEREFORE, for and in consideration of the sum of One and 001100 Dollar ($1.00)
<br />and other good and valuable consideration, in hand paid, the receipt and sufficiency of which are
<br />hereby acknowledged, Assignor, subject to the terms hereof, hereby conveys, assigns, transfers,
<br />and sells to Assignee, without recourse, the following:
<br />1. Conveyance and Assignment of Existing Motor Fuels Equipment. Assignor has
<br />granted, conveyed, sold, assigned, transferred, bargained and delivered, and hereby grants, conveys, sells,
<br />assigns, transfers, bargains and delivers, unto Assignee and its successors and assigns, all right, title and
<br />interest in and to the motor fuels equipment, as more particularly described in Exhibit A attached
<br />hereto (collectively, the "Existing Motor Fuels Equipment'), excluding the two (2) multi-purpose
<br />dispensers which were removed by Assignor pursuant to the terms of the Lease
<br />2. Warranties. all assignable warranties and guarantees related to the Building and
<br />the Existing Motor Fuels Equipment, as set forth in Exhibit B.
<br />TO HAVE AND TO HOLD the Existing Motor Fuels Equipment granted, conveyed, sold,
<br />assigned, transferred, bargained and delivered pursuant to the preceding provisions of this
<br />paragraph 1 to Assignee and its successors and assigns forever free and clear of all liens, interests
<br />and encumbrances arising by, through, or under Assignor, or during Assignor's ownership of such
<br />Existing Motor Fuels Equipment.
<br />2. "As Is" Condition. ALL OF THE SUBJECT ASSETS TRANSFERRED HEREBY
<br />ARE TRANSFERRED "AS IS, WHERE -IS" CONDITION . Assignor and Assignee
<br />acknowledge and agree that the representations, covenants, agreements and indemnities contained
<br />in the Lease shall not be superseded, altered, or amended hereby but shall remain in full force and
<br />67774496v.21035045-003236
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