CEMEX Materials Pacific LLC 4/5/2017

(a) Transfer Lots. As used herein, the term"Transfer Lot Group" shall mean Lot 45-B (approximately 21.49 acres), Lot 45-C (approximately 29.40 acres), and Lot 45- D (approximately 6 acres) each of which is legally described on Exhibit B attached hereto. Transfer Lot 3 (approximately 27 acres), is legally described on Exhibit B-1 attached hereto. Transfer Lot 45-A (approximately 13.12 acres) was properly conveyed to and accepted by the City on July 11, 2001. As used herein,the "Transfer Lots" shall collectively mean Transfer Lot 45-A, the Transfer Lot Group, and Transfer Lot 3. Subject to the satisfaction of the applicable conditions described in this Section 1.2 and in Section 1.8, Owner shall convey to the City by Statutory Warranty Deed (each, the "Deed"): (i)the Transfer Lot Group on the Transfer Lot Group Closing Date; and (ii) Transfer Lot 3 on the Transfer Lot 3 Closing Date. Each of the lots in the Transfer Lot Group and Transfer Lot 3 shall be conveyed together with all of Owner's rights, title, and interests in and to adjacent streets, alleys, rights-of-way and any strips or gores of real estate adjoining the Transfer Lot(s) and all improvements, structures and fixtures located on the Transfer Lot(s) and all rights, title, and interests appurtenant thereto, including all of the rights, licenses, privileges and easements and rights-of-way, land use entitlements, government approvals, permits and rights and appurtenances pertaining to or used in connection with the beneficial use and enjoyment of the Transfer Lot(s) and free and clear of encumbrances or defects, except the Permitted Exceptions defined in Section 1.7. In addition, the Transfer Lot Group shall be conveyed"together with" an easement over, under and across the Owner Property for accessing and using the existing shunt pipes (the "Shunt Pipes") until such time as they are replaced as part of the construction of the Pigeon Creek No. 2 Facility, as discussed in Section 1.9 below. 5