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I Recording Requested by Fidelity National Tide RECORDING REQUESTED' PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail To: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder I1111III111I II1[I111IIIIIIIIII11I 111111IIIIIIIII[II11III I NO FEE *$ R 0 0 1 4 1 0 4 1 8 0 $ * 20220004034412:56 pm 12/09/22 340 NC-5 D11 S02 9 0.00 0.00 0.00 0.00 24.00 0.00 0.000.000.00 0.00 DEED OF TRUST AND SECURITY AGREEMENT THIS DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust") is made this 6th day of December, 2022, among the Caribou Industries, Inc. a Nevada Corporation ("Trustor"), whose address is 1103 North Broadway, Santa Ana, CA 92701, Fidelity National Title ("Trustee"), whose address 4400 MacArthur Blvd., Suite 200, Newport Beach, CA 92660, and the City of Santa Ana ("Beneficiary'), whose address is 20 Civic Center Plaza, Santa Ana, CA 92701. Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor's right, title and interest now owned or hereafter acquired in and to the real property located at 201 West 3ie Street, Santa Ana, California 92701 and fiulher identified as Orange County Assessor's Parcel Number 398-264-13,as more particularly described on Exhibit "A", attached hereto and incorporated herein by this reference, together with all buildings, structures and improvements now existing or hereafter constructed thereon (the "Improvements") and all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements (the "Property"). 1. Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment herein for the purpose of securing (a) payment of that certain Promissory Note dated on or about the same date hereof, in the original principal amount of Thirteen Million Dollars ($13,000,000.00) (the "Note"); and (b) due, prompt and complete observance, performance and discharge of each and every monetary and non -monetary condition, obligation, covenant and agreement contained herein or contained in that certain City Funded Improvement Loan Agreement entered into by and between Trustor, Caribou Industries, Inc., and Beneficiary, City of Santa Ana, and dated December 6, 2022 (the "Secured Obligations"). 2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay when due all claims for labor performed and materials furnished; (d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit 55394.0004%40884170.6 Page 1 of 6