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05 Assign & Assumption - TBE RE Acquisition Co II to Affiliates DOC # 2025-0382830Recording requested by Stewart Title of Galifornia, Inc. 2025-0382830 12/09/2025 03.47 P11 Fee: $ 0.00 REQUESTED BY Page 1 of 23 AND WHEN RECORDED MAIL TO: Recorded In official Records County of Riverside Peter Aldana City of La Quinta Assessor -County Clerk -Recorder 78-495 Calle Tampico 'III La Quinta, CA 92253 Attn: City Manager Order No, 2664882 Exempt From Recording Fee Pursuant to Government Code § 27383 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement ("Assignment") is entered into this qt�l day of Deee aw 2025 by and between TBE RE Acquisition Co II LLC. a Delaware limited liability company and affiliate of Turnbridge Equities ("Assignor") and the following entities that are also affiliates of Turnbridge Equities. SilverRock Hotel Owner LLC, a Delaware limited liability company ("SR Hotel"); SilverRock 1A Condo Owner LLC, a Delaware limited liability company ("SR1A Condo"); SilverRock 1A Resi Owner LLC, a Delaware limited liability company ("SR1A Resi"), and SilverRock 1 B Resi Owner LLC, a Delaware limited liability company ("SR1113 Resi") (SR Hotel, SR1A Condo, SR1A Resi, and SR1 B Resi are individually referred to as an "Assignee" and collectively as the "Assignees"), and consented by the City of La Quinta, a California municipal corporation and charter city ("City"), with reference to the following: RECITALS A. Assignor is the owner in fee simple of certain real property located at the southwest intersection of Jefferson Street and Avenue 52 in the City of La Quinta, California, comprised of approximately 130+/- acres, identified as APN(s): 777-060-083, 777-060-085, 777-060-075, 777-060-078, 777-490-058, 777-490-063, 777-490-064, 777-490-065. 777-490-066, 777-490-037, 777-490- 057, 777-490-059. 777-490-068. 777-490-042, 777-490-076, portions of 777- 490-072 and 777-490-073 and 777-490-074 and 777-490-075 and 777-490-077 and 777-490-078 and 777-490-079 and 777-490-080, 777-490-046, 777-490- 071, 777-060-0827 777-060-084, 777-510-001 through 023, 777-510-025. 777- 520-001 through 018, and 777-490-053,054 and 055; and more specifically described in Exhibit A-1 and Exhibit A-2 attached hereto and incorporated herein by this reference (the "Property" or "Phase 1 Property"). The Property consists of the 'Phase 1A Property" and "Phase 1B Property" as more particularly described in Exhibit A-1 and Exhibit A-2, respectively, and incorporated herein by this reference. B. The Assignor and City entered into that certain REINSTATED AND AMENDED DEVELOPMENT AGREEMENT with Reference Date November 6, 6981015610-C207 23085282 2 a11122125 -1 - I03:° Recorded concurt.ntly and In conrlec;t in with a transfer subject to the imposition of Documentary Transfer Tax - G 273551(a)�2) 2025 and Exhibits "A" through "M" attached thereto (the "Reinstated Development Agreement"), which was recorded against the Phase 1 Property in the Official Records of the County of Riverside, California ("Recorder's Office") on even date as, and immediately prior to, this Assignment, as Instrument No. Document recorded concurrently herewith C. Pursuant to the terms of the Reinstated Development Agreement, the Phase 1 Property is to be developed and used for the "Project" as more fully defined and described in (among other provisions) Recital K and Section 1.1.96 of the Reinstated Development Agreement. In general, the development and use of the Phase 1 Property for the Project includes the following "Project Components" as more fully defined and described in (among other provisions) Section 1.1.98 of the Reinstated Development Agreement: (a) the "Luxury Hotel Project Component" and related ancillary uses; (b) the Public Golf Clubhouse Project Component"; (c) the "Phase 1A Luxury Residential Project Components" consisting of the (i) Phase 1A Luxury Branded Residences Project Component, and (li) Phase 1A Luxury Branded Condominiums Project Component"; (d) the Private Clubhouse Project Component"; (e) the "Phase 1B Luxury Residential Project Component"; (f) the "Landscaping And Trails Project Component"; and (g) the "Master Site Infrastructure Improvements Project Component." D. Pursuant to and consistent with the Reinstated Development Agreement and Project as proposed by Assignor and approved by the City, the City and Assignor proposed to enter into the following "La Quinta Amended Development Documents" (all as defined and described in the Reinstated Development Agreement) that pertain to the development and use of the Phase 1 Property: (i) that certain REINSTATED AND AMENDED COVENANT AFFECTING REAL PROPERTY (GOLF COURSE USE), also referred to and defined in the Reinstated Development Agreement as the "Reinstated Covenant Affecting Real Property (Golf Course Use)"; (ii) that certain REINSTATED AND AMENDED COVENANT AFFECTING REAL PROPERTY (AHMANSON RANCH HOUSE), also referred to and defined in the Reinstated Development Agreement as the "Reinstated Covenant Affecting Real Property (Ahmanson Ranch House)"; and (iii) that certain TRANSIENT OCCUPANCY TAX (TOT) REVENUE SHARING AGREEMENT, also referred to and defined in the Reinstated Development Agreement as the "TOT Covenant Agreement." Collectively, the Reinstated Development Agreement, Reinstated Covenant Affecting Real Property (Golf Course Use), Reinstated Covenant Affecting Real Property (Ahmanson Ranch House), and TOT Covenant Agreement, are defined and referred to as the "Project Agreements"). E. Based on the representation and warranty of Assignor, which is materially relied upon by the City, the Assignees are "Permitted Transferees" as defined in the Reinstated Development. Additionally, the Assignees are identified in the "Developer Entities Organizational Chart" as "Permitted Affiliate Assignees" as set forth in the Reinstated Development Agreement, and Assignor has provided 698/0156IM207 23085262.2 all122726 -2- (or will provide prior to recording of this Assignment) written documentation and evidence the Assignees are Permitted Affiliate Assignees. F. As more particularly described and set forth in the Reinstated Development Agreement, the City is the owner of approximately 193+/- acres that includes raw land and an existing driving range, but said acreage expressly excludes approximately 24+/- acres that have the existing SilverRock Park and adjacent retention basin, and defined and described therein as the "City -Owned Option Property" (also defined as the "Phase 2 Property"). As more particularly described and set forth in the Reinstated Development Agreement and that certain "Option Agreement" (as defined and described in the Reinstated Development Agreement), the Project includes the possible acquisition in the future of the City -Owned Option Property (Phase 2 Property), after full performance by Assignor (or a "permitted transferee") of specified conditions, for possible future development that would complement a world -class hotel and residential destination resort. Additionally, as more particularly described and set forth in the Reinstated Development Agreement, the City is the owner of approximately 170+/- acres that comprises the Arnold Palmer Classic Golf Course and ancillary maintenance property, commonly known as the SilverRock Golf Course, and defined therein as the "City -Owned Golf Course Property," and the City is the owner of approximately 0.6+/- acres that comprises the Ahmanson Ranch House, and defined therein as the "City -Owned Ahmanson Ranch Property." As more particularly described and set forth in the Reinstated Development Agreement, the Project includes the possible conveyance in the future of the City -Owned Golf Course Property and City -Owned Ahmanson Ranch Property, after full performance by Assignor (or a "permitted transferee") of specified conditions. The City -Owned Option Property (Phase 2 Property), City -Owned Golf Course Property, and City -Owned Ahmanson Ranch Property are all within the "SilverRock Resort Area" and "SilverRock Specific Plan" as defined in the Reinstated Development Agreement and immediately adjacent to or proximate to the Phase 1 Property. G. Assignor now desires to transfer the Phase 1 Property and Reinstated Development Agreement to Assignees, and concurrently therewith, to transfer to specified Assignees all of Assignor's rights and responsibilities under the other Project Agreements to the extent that such rights and responsibilities relate to the Phase 1 Property (or portions thereof), as more particularly set forth in this Assignment. NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference and a substantive part of this Assignment, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns to the Assignees all of Assignor's rights and responsibilities under the terms and conditions of the Reinstated Development Agreement, but only to the extent that such rights and 698/015610-0207 23085262.2 al 1/22/25 -3- responsibilities arise from the ownership of the Project and Phase 1 Property as of the "Effective Date" (as that term is defined in Section 4 below) of this Assignment (collectively, the "Reinstated Development Agreement Assigned Rights and Obligations"). Additionally, Assignor hereby assigns to the Assignees as specified in Subparagraphs (a)-(c) below all of Assignor's rights and responsibilities under the terms and conditions of the Project Agreements specified in Subparagraphs (a)-(c) below, but only to the extent that such rights and responsibilities arise from the ownership of the Project and Phase 1 Property (or applicable portion(s) of the Project and portion(s) of the Phase 1 Property pursuant to the assignments in Subparagraphs (a)-(c) below) as of the Effective Date: a. Assignor hereby assigns to SR Hotel, SR1A Condo, and SR1A Res! (collectively, the "TOT Revenue Sharing Assignees") all of Assignor's rights and responsibilities under the terms and conditions of the TOT Covenant Agreement (collectively, the "TOT Covenant Agreement Assigned Rights and Obligations"); b. Assignor hereby assigns to SR Hotel all of Assignor's rights and responsibilities under the terms and conditions of the Reinstated Covenant Affecting Real Property (Ahmanson Ranch House) (collectively, the "Ahmanson Ranch Covenant Assigned Rights and Obligations"); c. Assignor hereby assigns to SR Hotel all of Assignor's rights and responsibilities under the terms and conditions of the Reinstated Covenant Affecting Real Property (Golf Course Use) (collectively, the "Golf Course Covenant Assigned Rights and Obligations") (the Reinstated Development Agreement Assigned Rights and Obligations, TOT Covenant Agreement Assigned Rights and Obligations, Ahmanson Ranch Covenant Assigned Rights and Obligations, and Golf Course Covenant Assigned Rights and Obligations are collectively defined as and referred to as the "Assigned Rights and Obligations"). 2. Assignees hereby accept the foregoing assignments of the Assigned Rights and Obligations, as set forth in Paragraph 1 and Subparagraphs (a)-(c) therein, and Assignees agree to be bound by the terms and conditions of the Project Agreements, as set forth in Paragraph 1 and Subparagraphs (a)-(c) therein, to the extent that such terms and conditions affect or are affected by ownership of the Phase 1 Property (or applicable portion(s) thereof). 3. The parties hereto acknowledge and agree that no Assignee shall be responsible for any of the obligations of the Project Agreements which arise from ownership of any portion of the Phase 1 Property, and which arise prior to the Effective Date hereof. As such, a default by Assignor under any of the 698/015610-0207 23085262.2 a11122125 -4- Project Agreements prior to the Effective Date hereof ("Assignor's Default") shall not be deemed a default by Assignee, and Assignor shall indemnify, defend and hold harmless any and all Assignees from any and all losses, claims or liability, including without limitation reasonable attorneys' fees and costs, arising from an Assignor's Default. A default by an Assignee under any of the Project Agreements with respect to the Phase 1 Property (or any portion(s) thereof) after the Effective Date hereof ("Assignee's Default") shall not be deemed a default by Assignor, and the Assignees shall indemnify, defend and hold harmless Assignor from any and all losses, claims or liability, including without limitation reasonable attorneys' fees and costs, arising from an Assignee's Default. 4. This Assignment shall be deemed effective upon the last of the following events to occur (referred to as the "Effective Date"): (a) conveyance of the Phase 1 Property to Assignees (or applicable portion(s) of the Phase 1 Property to the applicable Assignee(s)) as evidenced by the recording of the grant deed therefor in the Recorder's Office, and (b) the written consent to this Assignment by the City with respect to the Assigned Rights and Obligations arising under the Project Agreements as specified in this Assignment. 5. Except for the Reinstated Development Agreement, the remaining Project Agreements may be entered into between the City and the respective Assignee(s), without having been first entered into between the City and Assignor, on or after the Effective Date of this Assignment as long as this Assignment with the written consent of City is recorded in the Recorder's Office prior to the recording of said remaining Project Agreements entered into between the City and the respective Assignee(s). 6. Except as otherwise described in paragraph 4 above, the parties hereto each warrant and represent that they have taken all necessary corporate action to authorize the execution and performance of this Assignment and that the individuals executing this document on behalf of the parties are authorized to do so, and by doing so, create binding obligations as described herein of the party represented. 7. This Assignment shall be governed by the internal laws of the State of California, without regard to conflict of law principles. 8. This Assignment may be signed in counterparts which, when signed by both parties hereto, shall constitute a binding agreement. [End — Signature page follows] 6981015610-0207 23085262,2 al1/22125 -5- WHEREFORE, the parties hereto have executed this Assignment on the date first written above. Date20 2 Date: Date. Date. Date: 202�_ "ASSIGNOR" TBE RE ACQUISITION CO II LLC, a Delaware limited liability company, an affiliate of Turnbridge Equities By: Name: AndFeJoblon Title: Authoh ed Signatory "ASSIGNEES" SILVERROCK HOTEL OWNER LLC, a Delaware limited liability company, an affiliate of Turnbridge Equities 1 By: Name: AndreN Joblon Title: Authorized Signatory SILVERROCK 1A CONDO OWNER LLC. a Delaware limited liability company, an A affiliate of Turnbridge Equities J 20 By: Name: Andr Joblon Title: Authori ed Signatory SILVERROCK 1A RESI OWNER LLC, a Delaware limited liability company, an affiliate of Turnbridge Equities `2 20__Z� By: Name: Andrq' l Joblon Title: Authorized Signatory SILVERROCK 113 RESI OWNER LLC. a Delaware limited liability company, an affiliate of Turnbridge Equities 0 20 If By: Name: And evd Joblon Title: Authorized Signatory [Signature Page - La Quinta - Assignment and Assumption Agreement] A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Los Angeles On I!I`LG 12 , before me, titil/�lzy (�tl Z6� 11,'1-L0 (insert name and title of the officer) Notary Public, personally appeared ! kAWN'j ;T't) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MARS FITZGERALD notary Public - California WITNESS my hand and official seal. Los Angeles County Commission ,f 2424724 6, Comm. Expires Nov 1, 2016 Signature (Seal) [Notary Page - La Quinta - Assignment and Assumption Agreement] CONSENT By execution below, the City hereby consents to the foregoing Assignment. CITY OF LA QUINTA, a California municipal corporation and charter city Date: Z� 20 2-5� / By: 4 � JorrM-EMillen. City Manager ATTEST: i Monika Radeva. City CI APPROVED AS TO FORM RUTAN & TUCKER, LLP William 1-I. Ihrke, City Attorney 698/015610-0207 23085262 2 a11122125 -7- GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTIONS OF THIS DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED, READS AS FOLLOWS: JOHN MCMILLEN Dated: December 5, 2025 Sandy Staley, Title Officer, Stewart Title Place of Execution: RIVERSIDE, CA A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On -z ` '- before me. "0 ✓,A" A � R (insert name and title of the officer) Notary Public, personally appeared 0 e.\A-0 LTA/n who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ey MOM 1A RADEVA Mo[aryPu"icCeLRiverside County WITNESS my hand and official seal. Commission B 25000E. Comm. Expires Oct 22, 2026 Signature (Seal) A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On before me. (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature IM 5G 10-0207 23085922.1 a]1/23125 -4- (Seal) EXHIBIT A LEGAL DESCRIPTION OF THE PHASE 1 PROPERTY [ attached [ 6981015610-0207 23085262.2 al 11/22/25 EXHIBIT A EXHIBIT A-1 LEGAL DESCRIPTION OF PHASE 1A PROPERTY All that certain property located in the City of La Quinta, County of Riverside, State of California, described as follows: PARCEL A: THAT PORTION OF PARCELS 4 AND 18 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: LOT "C" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 15, 2021 AS INSTRUMENT NO. 20210426711 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND I PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS, APNs 777-490-058, 777-490-063, 777-490-064, 777-490-065 AND 777-490-066 (OLD APNs PORTION OF 777-490-041 and 777-490-051) [continues on next page] EXHIBIT A-1 6981015610-0207 23085262.2 a11122125 -1- PARCEL B: THAT PORTION OF PARCELS 3 AND 4 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. DESCRIBED AS FOLLOWS: LOT "B" OF LOT LINE ADJUSTMENT NO. 2020-0010, AS DISCLOSED BY GRANT DEED RECORDED JULY 16, 2021 AS INSTRUMENT NO. 20210428113 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND I PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNs 777-490-037, 777-490-057, 777-490-059 AND 777-490-068 (OLD APNs PORTION OF 777-490-040 AND 777-490-041) [continues on next page] EXHIBIT A-1 698/015610-0207 23085262.2 a11/22125 -2- PARCEL C: PARCEL 5 OF PARCEL MAP NO. 37207 AS SHOWN BY A MAP ON FILE IN BOOK 242 OF PARCEL MAPS, PAGES 72 THROUGH 87, INCLUSIVE, TOGETHER WITH PORTIONS OF PARCELS A AND B OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO, 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING FROM PARCEL 5 ABOVE, ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNs: 777-490-042, 777-490-076 AND PORTIONS OF 777-490-072 AND 777- 490-073 (OLD APNs PORTION of 777-490-043 and 777-490-044) [continues on next page] EXHIBIT A-1 698/016610-0207 23085262,2 al 1122/25 -3- PARCEL D: PORTIONS OF PARCELS A THROUGH C, INCLUSIVE, OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021- 0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND I PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND I PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN: 777-490-074 AND PORTIONS OF APNs 777-490-072, 777-490-073, 777-490- 075, 777-490-077, 777- 490-078, 777-490-079 AND 777-490-080 (OLD APNs PORTION of 777-490-043, 777-490-044 AND 777-490-045) [continues on next page] EXHIBIT A-1 6981015610-0207 23085262.2 a11122/25 -4- PARCEL E: [INTENTIONALLY OMITTED] PARCEL F: PORTIONS OF PARCELS B AND C OF LOT LINE ADJUSTMENT NO. 2020- 0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE IA AND 1B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-075, 777-490-077, 777-490-078, 777-490-079 AND 777-490-080 (OLD APNs PORTION of 777-490-044 AND 777-490-045) [continues on next page] EXHIBIT A-1 6061015610-0207 23065262.2 al 1122125 -5- 7_1:Zy�Lse PORTIONS OF PARCEL C OF LOT LINE ADJUSTMENT NO. 2020-0005, RECORDED SEPTEMBER 2, 2021 AS DOCUMENT NO. 2021-0527060 OF OFFICIAL RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "D" OF LOT LINE ADJUSTMENT NO. 2023-0003 OF THE CITY OF LA QUINTA, AS DISCLOSED BY GRANT DEED RECORDED MAY 4, 2023 AS INSTRUMENT NO. 2023-0128115 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1AAND I PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1 B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. PORTION APN: 777-490-079 (OLD APN PORTION of 777-490-045) [continues on next page] EXHIBIT A-1 6981015610-0207 23085262.2 a11122/25 -6- PARCEL H: LOTS 1 THROUGH 29 AND LOTS A THROUGH L, OF TRACT NO. 37730, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, FILED IN BOOK 479, PAGES 27 THROUGH 33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950 OF OFFICIAL RECORDS. APNs: 777-510-001 THRU -023; 777-510-025; 777-520-001 THRU -018 EXHIBIT A-1 698101561M207 23085262.2 a11122125 -7- PARCELI: Parcels E, F and G of Parcel Map No. 37207, in the City of La Quinta, County of Riverside, State of California, as shown by a Map filed for Record May 3, 2017 in Book 242, Pages 72 through 87, inclusive of Parcel Maps, in the Office of the County Recorder of said County. Excepting all oil, gas, hydrocarbon substances, and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Phase 1A and 1 B property lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said Phase 1A and 1 B property or other lands, but without, however, any right to use either the surface from said Phase 1A and 1 B property or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Phase 1A and 1 B property in such a manner as to create a disturbance to the use or enjoyment of the Phase 1 A and 1 B property, as reserved by The City of La Quinta, a California Municipal Corporation and Charter City, in the Grant Deed recorded November 28, 2018, as Instrument No. 2018-0464674, of Official Records. FOR INFORMATIONAL PURPOSES ONLY: APN: 777-490-053, 777-490-054, 777-490-055 [End of legal description for Phase 1A Property] EXHIBIT A-1 698/0156104207 23085262.2 a11/22/25 -8- EXHIBIT A-2 LEGAL DESCRIPTION OF PHASE 1 B PROPERTY All that certain property located in the City of La Quinta, County of Riverside, State of California, described as follows: PARCEL1: THAT PORTION OF PARCEL 10 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "B" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021- 0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 18 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-083 [continues on next page] EXHIBIT A-2 698/015610-0207 23095262.2 a11/22/25 -1- PARCEL2 THAT PORTION OF PARCEL 11 OF PARCEL MAP NO. 37207, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "C" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021- 0499856 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1AAND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. I_1�PtrrE�Io f II: [continues on next page] EXHIBIT A-2 698/015610-0207 23085262.2.11/22/25 -2- PARCEL 3: PARCEL 12 OF PARCEL MAP NO. 37207, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1AAND 113 PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1A AND 1 B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APN 777-060-075 AND APN 777-060-078 [continues on next page] EXHIBIT A-2 698/015610-0207 23085262.2 aI U22/25 -3- PARCEL 4: THAT PORTION OF PARCELS 9, 10, 11 AND 19 OF PARCEL MAP NO. 37207 IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY A MAP FILED IN BOOK 242, PAGES 72 THROUGH 87, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL "A" OF LOT LINE ADJUSTMENT NO. 2020-0007, AS DISCLOSED BY GRANT DEED RECORDED AUGUST 20, 2021 AS INSTRUMENT NO. 2021- 0500015 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA, AS DESCRIBED THEREIN. EXCEPTING THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES, AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF THE PHASE 1A AND 1 B PROPERTY LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID PHASE 1A AND 1 B PROPERTY OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE FROM SAID PHASE 1A AND 1 B PROPERTY OR ANY PORTION THEREOF WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER, OR TO USE THE PHASE 1A AND 1B PROPERTY IN SUCH A MANNER AS TO CREATE A DISTURBANCE TO THE USE OR ENJOYMENT OF THE PHASE 1AAND 1B PROPERTY, AS RESERVED BY THE CITY OF LA QUINTA, A CALIFORNIA MUNICIPAL CORPORATION AND CHARTER CITY, IN THE GRANT DEED RECORDED NOVEMBER 28, 2018, AS INSTRUMENT NO. 2018-0464674 AND RECORDED NOVEMBER 6, 2017, AS INSTRUMENT NO. 2017-0463950, BOTH OF OFFICIAL RECORDS. APNs: 777-490-046, 777-490-071, 777-060-082, AND 777-060-084 (OLD APNs PORTION of 777-490-052, 777-060-076 and 777-060-077) [end of legal description for Phase 1 B Property] EXHIBIT A-2 698/015610-0207 23085262.2.1122/25 -4-