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ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Assignment") is dated January 2020, and made by TOLL BROS.; INC, to Q0ZB III, LLC.' WHEREAS, TOLL BROS., INC., a Pennsylvania corporation ("Assignor") has entered into, and is the 'Buyer" identified in that certain Purchase and Sale Agreement and Escrow Instructions dated August 25, 2017, as amended by that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions dated October 31, 2017, as amended by that certain Second Amendment to Purchase and Sale Agreement and Escrow Instructions dated December 15, 2017, as amended by that certain Third Amendment to Purchase and Sale Agreement and Escrow Instructions dated June 6, 2018, as amended by that certain Fourth Amendment to Purchase and Sale Agreement and Escrow Instructions dated February 26, 2019, as amended by that certain Fifth Amendment to Purchase and Sale Agreement and Escrow Instructions dated August 26, 2019, and as amended by that certain Sixth Amendment to Purchase and Sale Agreement and Escrow Instructions dated December 3, 2019 (as amended, the "Agreement'), made with FIRST AMERICAN FINANCIAL CORPORATION ("Seller") for the acquisition of certain property located in the City of Santa Ana, County of Orange, State of California, as more specifically described in the Agreement (the "Property"). WHEREAS, Assignor desires to transfer and assign all of its right, title and interest under the Agreement to QOZB III, LLC, a Delaware limited liability company ("Assignee"), on the condition that Assignee assume all of the obligations of Assignor under the Agreement. NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: 1. Assignor hereby assigns, transfers and sets over unto Assignee all of its right, title and interest in and to the Agreement, and all deposits made by Assignor on account of the Agreement, all effective as of the date hereof. 2. Assignee hereby accepts the foregoing assignment of the Agreement and agrees to assume all of the obligations and liabilities of Assignor thereunder. IN WITNESS WHEREOF, the parties hereto have executed this Assignment day and year first written above. ASSIGNOR: TOLL BROS., INC., a Pennsylvania corporation By. Name: Y anda Rodn,'uez Title: Jy%e President ASSIGNEE: QOZB III, LLC, a Dela are limited liability in fiy By: Name: landa Rodriguez Title: Vice President