Assignment And Assumption Agreement Membership Interest

a. Counter-pieces. Such transfer and acquisition may be performed in considerations, each of which is considered original and which together shall be regarded as an assignment and acceptance. A signed copy of such assignment-acquisition, provided by fax or e-mail, shall in all respects be treated as an initially executed agreement and shall have the same binding legal effect as if it were the originally signed version that was delivered in person. (3) Adoption and adoption. From the aforementioned date, the buyer accepts the above assignment and the buyer assumes and agrees to fulfill the obligations to be fulfilled by the transferee in accordance with the company`s company agreement, insofar as such service is necessary from and after the date of entry into force. 7) No assignment of leasing interest. The Zdinger is a tenant as part of an office rental that he occupies in Building 2, owned by the company. Nothing in such sale and acquisition may be interpreted or assumed in such a way that it assigns an interest in the interest of the transferor as the lessee of the company building or modifies the lease agreement in any way. b. there is no agreement or other agreement concerning the portability of the undertaking`s participation; one. The enterprise has good and valid ownership and exclusive ownership of the enterprise`s shareholding, and such ownership is directly owned by the beneficiary of the enterprise, free and free from any pledge rights, charges, security interests and competing claims; 4) Consent to assignment. The assignor undertakes to induce the other members and directors of the company to accept the assignment made by this document and to recognize the buyer`s ownership in the interests that hitherto belonged to the buyer.

Therefore, the parties act and agree, taking into account the mutual benefits derived therefrom and for other good and valuable considerations whose preservation and adequacy are recognized, as follows: [The rest of the page is left blank – page signatures follows] This assignment and the assumption of the membership interests (the "assignment and acquisition") will take place from 20 January. 2012 (the "Effective Date") of FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation ("Zädner"), for the benefit of DIMENSIONAL FUND ADVISORS LP, a Delaware limited partnership ("Assignee"). d. The issuer is in the performance of all obligations, as provided for in the company agreement, for the members of the company; and (6) the buyer`s insurance and warranty. In accordance with the requirements of point 8.2 (d) (ii) of the company agreement, the buyer thus guarantees the transferor and the members of the company that such transfer and acquisition comply with all applicable laws and regulations. CONSEQUENTLY, the undersigned have executed this assignment and takeover with effect from the above-mentioned date. By: DIMENSIONAL HOLDINGS INC., a Delaware corporation, as supplement to (5) insurance and warranties of the creditcator. The beneficiary of the pension is declared and guaranteed to the buyer as follows: 2) Purchase price. The unadjusted purchase price (based on NOI) is $32,043,565.39, and the transferor`s net amount due is $32,095,063.34, as defined in Appendix A. DIMENSIONAL FUND ADVISORS LP, an assignee of a Delaware limited partnership, owns and holds a twenty-five percent (25%) interest (the "Company Interest") in PALISADES WEST LLC, a Delaware limited liability company (the "Company").