CABRILLO COMMUNITY PARTNERS, LLC.

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facts and circumstances related to the Dispute shall be "frozen" for a period beginning at 12:00p.m. (noon) on Monday, July 16, 2018, and ending at 11:59p.m. on June 7, 2021, unless terminated earlier pursuant to the terms of a Fourth Amended Settlement Agreement between 1851 and Cabrillo signed as of January 14, 2021 (the "Settlement Agreement'). Paragraph 5d of the Settlement Agreement provides that the Tolling Agreement shall be extended to the earlier of (i) the date on which all of the "Contingencies" set forth in Paragraph 5 of the Settlement Agreement are completely satisfied and (ii) June 7, 2021. In addition, as provided in prior versions of this Tolling Agreement, this Tolling Agreement may also be terminated ten days after receipt of written notice to terminate this Tolling Agreement delivered by one or more of the Parties to each of the other Parties (a 'Termination Notice"). A Termination Notice shall be delivered by Certified Mail and email to the addresses set forth below, which may be changed by delivery of notice to each of the other Parties by Certified Mail and email. Termination of this Tolling Agreement shall be effective ten (10) days after receipt of the Termination Notice by all Parties. Upon termination of this Tolling Agreement, the respective positions of the Parties will be as they stood at 12:00p.m. (noon) on July 16, 2018, and any relevant statutory or contractual time periods will then resume. The elapsed time during the effectiveness of this Tolling Agreement, however, shall not be counted toward any remaining relevant statutory or contractual time periods. Nothing in this Tolling Agreement prevents any Party from asserting any claim or defense in any action related to the Dispute if that claim or defense could have been asserted as of 12:00p.m. (noon) on July 16, 2018, including, but not limited to, any claim or defense based upon statutes of limitations, laches, or the passage of time. Further, nothing in this Tolling Agreement shall prohibit 1851 from filing a claim based upon the Dispute at any time prior to the termination of this Tolling Agreement. The individuals signing this Tolling Agreement, including counsel signing on behalf of a Party, represent that they are authorized to sign on behalf of the Party for whom they are signing. This Tolling Agreement may be signed in counterparts by one or more of the Parties and those counterparts, when taken together, shall have the same force and effect as if a single, original document had been signed by all of the Parties. K. For purposes of executing this Tolling Agreement, a facsimile signature shall have the same force and effect as an original signature. L. This Tolling Agreement contains the entire agreement of the Parties with respect to its subject matter. All negotiations, agreements, statements, or promises between the Parties or their agents with respect to this transaction are merged in this Tolling Agreement. [Signatures on next page]