Standard Offer, Agreement, and Escrow Instructions between Silver Music LLC and Focus Universal Inc. dated May 7, 2024

Exhibit 10.1

STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (Non - Dated: 5/7/2024 1. Buyer. 1. Silver Music LLC and/or Assignee , (" Buyer ") hereby to purchase the real property, the " " or individually, a " Party "), through an escrow (" Escrow ") to close 30 or days described, from the the waiver or owner thereof (" Seller ") of the Buyer's (" Expected Closing Date ") to be held by First American Title Company - Escrow Division - Maureen Collier (" Escrow Holder ") whose address is 18500 Von Karman Ave., #600, Irvine, CA set forth in 92612 , Phone No. (949 ###-###-#### , Facsimile No. Email: ***@*** upon the terms and this agreement (" Agreement "). Buyer shall have the right to assign Buyer's rights hereunder, but any such assignment shall not relieve Buyer of Buyer's herein unless Seller expressly releases Buyer. 1.2 The term " Date of Agreement " as used herein shall be the date when by and delivery (as in paragraph 20.2) of this document or a subsequent thereto, Buyer and Seller have reached agreement in whereby Seller agrees to sell, and Buyer agrees to purchase, the Property upon terms accepted by both 2. Property. 1. The real property (" Property ") that is the subject of this consists of (insert a brief physical An approximate 30,450 sf free standing industrial building situated on approximated 1.56 acres land is located in the County of San Bernardino , is commonly known as (street address, city, state, zip) 2311 E Locust Court, Ontario, CA 91761 and is legally described as: To be determine in Escrow (APN: 011339609 ). 2.2 If the legal of the Property is not complete or is inaccurate, this Agreement shall not be invalid and the legal shall be completed or corrected to meet the requirements of First American Title Company - Bryan Harris & Angie Tang (" Title Company "), which shall issue the policy 2.3 The Property includes, at no described. cost to Buyer, the permanent improvements thereon, including those items which pursuant to applicable law are a part of the property, as well as the following items, if any, owned by Seller and at present located on the Property: electrical telephone systems (lines, jacks and only); space heaters; systems (power panel, bus air sprinkler systems; security and systems; carpets; window coverings; wall coverings; and conduits, disconnects, equipment (" HVAC "); air lines; the " Improvements "). 4. The sprinkler monitor: is owned by Seller and included in the Purchase Price, is leased by Seller, and Buyer will need to a new lease with the monitoring company, ownership will be determined during Escrow, or there is no sprinkler monitor. 5. Except as provided in Paragraph 2.3, the Purchase Price does not include Seller's personal property, furniture and furnishings, and N/A all of which shall be removed by Seller prior to Closing. 3. Purchase Price. 1. The purchase price (" Purchase Price ") to be paid by Buyer to Seller for the Property shall be $7,460,250 , payable as follows: (Strike any not applicable) the Purchase Price): $2,611,087.50 $4,849,162.50 (a) Cash down payment, including the Deposit as in paragraph 4.3 (or if an all cash trans (b) Amount of "New Loan" as in paragraph 5.1, if any: Deed(s) of (c) Buyer shall take to the Property subject to and/or assume the following deed(s) of trust (" Trust ") securing the promissory note(s) (" Note(s) "): (i) An Note (" First Note ") with an unpaid principal balance as of the Closing of approximately: Said First Note is payable at per month, including interest at the rate of % per annum paid (and/or the unpaid balance is due on ). (ii) An Note (" Second Note ") with an unpaid principal balance as of the Closing of approximately : Said Second Note is payable at per month, including interest at the rate of % per annum paid (and/or the unpaid balance is due on ). (d) Buyer shall give Seller a deed of trust (" Purchase Money Deed of Trust ") on the property, to secure the promissory note of Buyer to Seller described in paragraph 6 (" Purchase Money Note ") in the amount of : Total Purchase Price: $7,460,250 INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 1 of 10

Deed of Trust and such deed of trust permits the to demand payment n to the transfer of the Property, Buyer agrees to pay such fees up to a 3.2 If Buyer is taking to the Property subject to, or assuming, an of fees including, but not limited to, points, processing fees, and appraisal fees as a maximum of 1.5% of the unpaid principal balance of the applicable Note. 4. Deposits. 1. Buyer has delivered to Broker a check in the sum of , payable to Escrow Holder, to be delivered by Broker to Escrow Holder within 2 or business days 5 business days both have executed this Agreement and the executed Agreement has been delivered to Escrow Holder, or within 2 or both have executed this Agreement and the executed Agreement has been delivered to Escrow Holder Buyer shall deliver to Escrow Holder a check in the sum of $100,000 . If said check is not received by Escrow Holder within said period then Seller may elect to unilaterally terminate this by giving of such to Escrow Holder whereupon neither Party shall have any further liability to the other under this Agreement. Should Buyer and Seller not enter into an agreement for purchase and sale, Buyer's check or funds shall, upon request by Buyer, be promptly returned to Buyer. 4.2 deposits: (a) Within 5 business days the Date of Agreement, Buyer shall deposit with Escrow Holder the sum of to be applied to the Purchase Price at the Closing. (b) Within 5 business days the discussed in paragraph 9.1 (a) through (m) are approved or waived, Buyer shall deposit with Escrow Holder the sum of $100,000 to be applied to the Purchase Price at the Closing. Deposit is not received by Escrow Holder within the period provided then Seller may Buyer, Escrow Holder, and Brokers, in Deposit is received by Escrow Holder within 2 business days following said the Escrow shall be deemed terminated without (c) If an that, unless the further or 3. Escrow Holder shall deposit the funds deposited with it by Buyer pursuant to paragraphs 4.1 and 4.2 the " Deposit "), in a State or Federally chartered bank in an interest bearing account whose term is appropriate and consistent with the ng requirements of this The interest therefrom shall accrue to the of Buyer, who hereby acknowledges that there may be or interest forfeitures if the applicable instrument is redeemed prior to its maturity. Buyer's Federal Tax Number is . NOTE: Such interest bearing account cannot be opened Buyer's Federal Tax Number is provided. 4. Notwithstanding the foregoing, within 5 days Escrow Holder receives the monies described in paragraph 4.1 above, Escrow Holder shall release $100 of said monies to Seller as and for independent for Seller's' of this Agreement and the of the period to Buyer as herein is non - refundable to Buyer but shall be credited to the Purchase Price in the event that the purchase of the Property is provided. Such independent completed. 4.5 Upon waiver of all of Buyer's the Deposit shall become non - refundable but applicable to the Purchase Price except in the event of a Seller breach, or in the event that the Escrow is terminated pursuant to the provisions of Paragraph 9.1(n) Damage or Loss) or 9.1(o) (Material Change). 5. Financing (Strike if not applicable) 1. This is upon Buyer obtaining from an insurance company, or other lender, a commitment to lend to Buyer a sum equal to at least 65 % of the Purchase Price, on terms acceptable to Buyer. Such loan (" New Loan ") shall be secured by a deed of trust or mortgage on the Property. If this Agreement provides for Seller to carry back junior then Seller shall have the right to approve the terms of the New Loan. Seller shall have 7 days following receipt of the commitment forth the proposed terms of the New Loan to approve or disapprove of such proposed terms. If Seller fails to Escrow Holder, in of the disapproval within said 7 days it shall be conclusively presumed that Seller has approved the terms of the New Loan. 5.2 If Buyer shall fail to its Broker, Escrow Holder and Seller, in within 30 days following the Date of Agreement, that the New Loan has not been obtained, it shall be conclusively presumed that Buyer has either obtained said New Loan or has waived this New Loan within the speci in paragraph 5.2 hereof, that Buyer has not obtained said New to the prompt return of the Deposit, plus any interest earned thereon, less only Escrow Holder 5.3 If Buyer shall its Broker, Escrow Holder and Seller, in Loan, this Agreement shall be terminated, and Buyer shall be and Title Company fees and costs, which Buyer shall pay. 6. Seller Financing. (Purchase Money Note). (Strike if not applicable) 1. If Seller approves Buyer's (see paragraph 6.5) the Purchase Money Note shall provide for interest on unpaid principal at the rate of % per annum, with principal and interest paid as follows: . The Purchase Money Note and Purchase Money Deed of Trust shall be on the current forms commonly used by Escrow Holder, and be junior and subordinate only to the Note(s) and/or the New Loan expressly called for by this Agreement . 2. The Purchase Money Note and/or the Purchase Money Deed of Trust shall contain provisions regarding the following (see also paragraph 10.3 (b)): (a) Prepayment . Principal may be prepaid in whole or in part at any without penalty, at the of the Buyer. (b) Late Charge . A late charge of 6% shall be payable with respect to any payment of principal, interest, or other charges, not made within 10 days it is due . (c) Due On Sale . In the event the Buyer sells or transfers to the Property or any thereof, then the Seller may, at Seller's require the unpaid balance of said Note to be paid in full. 3. If the Purchase Money Deed of Trust is to be subordinate to other Escrow Holder shall, at Buyer's expense prepare and record on Seller's behalf a request for of default and/or sale with regard to each mortgage or deed of trust to which it will be subordinate . 4. WARNING: CALIFORNIA LAW DOES NOT ALLOW DEFICIENCY JUDGEMENTS ON SELLER FINANCING. IF BUYER ULTIMATELY DEFAULTS ON THE LOAN, SELLER'S SOLE REMEDY IS TO FORECLOSE ON THE PROPERTY. 5. Seller's to provide is upon Seller's reasonable approval of Buyer's . Buyer to provide a current statement and copies of its Federal tax returns for the last 3 years to Seller within 10 days following the Date of Agreement. Seller has 10 days following receipt of such to itself with regard to Buyer's and to Escrow Holder as to whether or not Buyer's is acceptable. If Seller fails to Escrow Holder, in of the disapproval of this ngency within said period, it shall be conclusively presumed that Seller has approved Buyer's . If Seller is not with Buyer's on or if Buyer fails to deliver the required then Seller may Escrow Holder in that Seller Financing will not be available, and Buyer shall have the within 10 days of the receipt of such to either terminate this or to purchase the Property without Seller . If Buyer fails to Escrow Holder within said period of its to INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 2 of 10

. If Buyer elects to terminate, terminate this then Buyer shall be conclusively presumed to have elected to purchase the Property without Seller Buyer's Deposit shall be refunded less Title Company and Escrow Holder fees and costs, all of which shall be Buyer's . 7. Real Estate Brokers. 1. Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency rms and consents to the following agency in this with the following real estate broker(s) (" Brokers ") and/or their agents (“Agent(s)”): Seller's Brokerage Firm RE/MAX GALAXY License No. 02185725 is the broker of (check one): the Seller; or both the Buyer and Seller (dual agent). Seller's Agent Grace Zhang License No. 01946544 is (check one): Seller's Agent and the Buyer's Agent (dual agent). the Seller's Agent (salesperson or broker associate); or both the Buyer's Brokerage Firm CBRE License No. 00409987 is the broker of (check one): the Buyer; or both the Buyer and Seller (dual agent). the Buyer's Agent (salesperson or broker associate); or The Buyer's Agent Jordan Hershiser License No. 02053012 is (check one): both the Buyer's Agent and the Seller's Agent (dual agent). acknowledge that other than the Brokers and Agents listed above, there are no other brokers or agents the or due any fees and/or and with respect to commissions under this Agreement. Buyer shall use the services of Buyer's Broker exclusively in con with any and all the Property for a period of 1 year from the date inserted for reference purposes at the top of page 1. 7.2 Buyer and Seller each represent and warrant to the other that he/she/it has had no dealings with any person, broker, agent or in with the of this Agreement and/or the of the purchase and sale contemplated herein, other than the Brokers and Agents named in paragraph 7.1, and no broker, agent or other person, or other than said Brokers and Agents is/are to any commission or fee in with this as the result of any dealings or acts of such Party. Buyer and Seller do each hereby agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for commission or charges which may be claimed by any broker, agent, or other similar party, other than said named Brokers and Agents by reason of any dealings or act of the indemnifying Party. 8. Escrow and Closing. 1. Upon acceptance hereof by Seller, this Agreement, including any incorporated herein by the shall not only the agreement of purchase and sale between Buyer and Seller, but also shall not prepare any further escrow to Escrow Holder for the consu of the Agreement through the Escrow. Escrow Holder or amending the Agreement unless cally so instructed by the or a Broker herein. Subject to between and the Escrow the reasonable approval of the Escrow Holder may, however, include its standard general escrow provisions. In the event that there is any the provisions of the Agreement and the provisions of any escrow the provisions of the Agreement shall prevail as to the Holder. 2. As soon as the receipt of this Agreement and any relevant Escrow Holder shall ascertain the Date of Agreement as in paragraphs 1 . 2 and 20 . 2 and advise the and Brokers, in of the date ascertained . 3. Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and of the community in which Escrow Holder is located, including any requirements of the Internal Revenue Code . In the event of a between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail . 4. Subject to of the herein described, Escrow Holder shall close this escrow (the " Closing ") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement . 5. Buyer and Seller shall each pay one - half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes . Seller shall pay the premium for a standard coverage owner's or joint policy of tle insurance . (See also paragraph 11 . ) 6. Escrow Holder shall verify that all of Buyer's have been or waived prior to Closing . The contained in paragraphs 9 . 1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9 . 4 , 12 , 13 , 14 , 16 , 18 , 20 , 21 , 22 , and 24 are, however, of agreement between the only and are not to Escrow Holder . as in paragraph 9.2 or disapproval of any other 8.7 If this is terminated for non - and non - waiver of a Buyer's subject to Buyer's approval, then neither of the shall any covenant or warranty in this Agreement. In the event of such have any liability to the other under this Agreement, except to the extent of a breach of Buyer shall, subject to the provisions of paragraph 8.10, be promptly refunded all funds deposited by Buyer with Escrow Holder, less only the $100 provided for in paragraph 4.4 and the Title Company and Escrow Holder fees and costs, all of which shall be Buyer's If this is terminated as a result of Seller's breach of this Agreement then Seller shall pay the Title Company and Escrow Holder fees and costs. 8.8 The Closing shall occur on the Expected Closing Date, or as soon does not occur by the Expected Closing Date and said Date is not extended by mutual as the Escrow is in of the for Closing; provided, however, that if the Closing a Party not then in default under this Agreement may the other Party, Escrow Holder, and Brokers, in that, unless the Closing occurs within 5 business days following said the Escrow shall be deemed terminated without further or 8.9 Except as otherwise provided herein, the of Escrow shall not relieve or release either Party from any costs or to pay Escrow Holder's fees and agreements, covenants or a waiver, release or discharge of any breach or default that has occurred in the performance of the contained therein. days 8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then as a c to the return of Buyer's deposit, Buyer shall within 5 request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. 9. to Closing. 9.1 IF, BEFORE EXPIRATION OF THE APPLICABLE TIME, BUYER FAILS TO PROVIDE ESCROW HOLDER WRITTEN NOTICE OF BUYER'S DISAPPROVAL OF ANY OF BUYER'S CONTINGENCIES OR ANY OTHER MATTER THAT IS SUBJECT TO BUYER'S APPROVAL IN THIS AGREEMENT, THEN BUYER SHALL BE CONCLUSIVELY DEEMED TO HAVE SATISFIED SUCH BUYER'S CONTINGENCIES AND/OR APPROVED OF SUCH OTHER MATTERS . If a number of days is completed in any of the spaces in subparagraphs 9 . 1 (a) through (m), then such number shall apply and override the pre - printed number, even if the pre - printed number is not stricken . The Closing of this is upon the or waiver of the following INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 3 of 10

(a) Disclosure . Seller shall make to Buyer, through Escrow, all of the applicable disclosures required by law (See AIR CRE (" AIR ") standard form " Seller's Mandatory Disclosure Statement ") and provide Buyer with a completed Property Sheet (" Property Sheet ") concerning the Property, duly executed by or on behalf of Seller in the current form or equivalent to that published by the AIR within 10 or days following the Date of Agreement. Buyer has 10 days from the receipt of said disclosures to approve or disapprove the disclosed. (b) Physical . Buyer has 10 or 30 days following the receipt of the Property Inform Sheet or the Date of Agreement, whichever is later, to itself with regard to the physical aspects and size of the Property. Report . Buyer has 30 or 30 days following the receipt of the Property Sheet or the Date of (c) Hazardous Substance Agreement, whichever is later, to itself with regard to the environmental aspects of the Property. Seller recommends that Buyer obtain a Hazardous Substance Report concerning the Property and relevant adjoining this Agreement is as any substance whose nature and/or Any such report shall be paid for by Buyer. A " Hazardous Substance " for purposes of of existence, use, manufacture, disposal or render it subject to Federal, state or local Agreement is or removal as injurious to public health or welfare. A " Hazardous Substance as the existence on, under or relevantly adjacent to the Property of a Hazardous Substance that would require " for purposes of this and/or removal under applicable Federal, state or local law. (d) Soil . Buyer has 30 or 30 days following the receipt of the Property n Sheet or the Date of Agreement, whichever is later, to itself with regard to the of the soils on the Property. Seller recommends that Buyer obtain a soil test report. Any such report shall be paid for by Buyer. Seller shall provide Buyer copies of any soils report that Seller may have within 10 days following the Date of Agreement. (e) Governmental Approvals . Buyer has 30 or 30 days following the Date of Agreement to y itself with regard to approvals and permits from governmental agencies or departments which have or may have over the Property and which Buyer deems necessary or desirable in with its intended use of the Property, including, but not limited to, permits and approvals required with respect to zoning, planning, building and safety, police, handicapped and Americans with Act requirements, and environmental ers. (f) of Title . Escrow Holder shall cause a current commitment for insurance (" Title Commitment ") concerning the Property issued by the Title Company, as well as legible copies of all documents referred to in the Title Commitment (" Underlying Documents "), and a scaled and dimensioned plot showing the of any easements to be delivered to Buyer within 10 or 30 days following the Date of Agreement. Buyer has 10 days from the receipt of the Title Commitment, the Underlying Documents and the plot plan to itself with regard to the c of The disapproval by Buyer of any monetary encumbrance, which by the terms of this Agreement is not to remain against the Property the Closing, shall not be considered a failure of this as Seller shall have the at Seller's expense, to and remove such disapproved monetary encumbrance at or before the Closing. (g) Survey . Buyer has 30 or 30 days following the receipt of the Title Commitment and Underlying Documents to itself with regard to any ALTA the legal supplement based upon a survey prepared to American Land Title (" ALTA ") standards for an owner's policy by a licensed surveyor, showing and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within 10 feet of either side of the Property boundary lines. Any such survey shall be prepared at Buyer's and expense. If Buyer has obtained a survey and approved the ALTA supplement, Buyer may elect within the period allowed for Buyer's approval of a survey to have an ALTA extended coverage owner's form of policy, in which event Buyer shall pay any premium thereto. (h) Leases and Tenancy Statements . Seller shall within 10 or 30 days following the Date of Agreement provide both Buyer and Escrow Holder with legible copies of all leases, subleases or rental arrangements " g Leases ") the Property, and with a tenancy statement ") in the latest form or equivalent to that published by the AIR, executed by Seller and/or each tenant and subtenant of the Property. Seller shall (" Estoppel use its best to have each tenant complete and execute an Estoppel If any tenant fails or refuses to provide an Estoppel then Seller shall complete and execute an Estoppel for that tenancy. Buyer has 10 days from the receipt of said Leases and Estoppel to itself with regard to the Leases and any other tenancy issues. . Seller shall within 10 or 30 days following the Date of Agreement provide Buyer with a statement and transfer (i) Owner's package from any owner's servicing the Property. Such transfer package shall at a minimum include: copies of the bylaws, of current budget and statement. Buyer has 10 days from the receipt of such documents to itself with regard to the (j) Other Agreements . Seller shall within 10 or 30 days following the Date of Agreement provide Buyer with legible copies of all other agreements (" Other Agreements ") known to Seller that will the Property itself with regard to such Agreements. (k) Financing . If paragraph 5 hereof dealing with a Closing. Buyer has 10 days from the receipt of said Other Agreements to has not been stricken, the or waiver of such New Loan (l) Notes . If paragraph 3.1(c) has not been stricken, Seller shall within 10 or days following the Date of Agreement provide Buyer with legible copies of the Notes, Deeds of Trust and related agreements vely, " Loan Documents ") to which the Property will remain subject the Closing. Escrow Holder shall promptly request from the holders of the Notes a be statement (" Statement ") : (1) the amount of the unpaid principal balance, the current interest rate, and the date to which interest is paid, and (2) the nature and amount of any impounds held by the in with such loan. Buyer has 10 or days following the receipt of the Loan Documents and Statements to itself with regard to such . Buyer's to close is upon Buyer being able to purchase the Property without or change in the terms of any Notes or charges to Buyer except as otherwise provided in this Agreement or approved by Buyer, provided, however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof. Likewise if Seller is to carry back a Purchase Money Note then Seller shall within 10 or days following the Date of Agreement provide Buyer with a copy of the proposed Purchase Money Note and Purchase Money Deed of Trust. Buyer has 10 or days following the receipt of such documents to itself with regard to the form and content thereof. (m) Personal Property . In the event that any personal property is included in the Purchase Price, Buyer has 10 or 30 days following the Date of Agreement to itself with regard to the of such personal property. Seller recommends that Buyer obtain a UCC - 1 report. Any such report shall be such personal property that it is aware of within 10 or 30 days paid for by Buyer. Seller shall provide Buyer copies of any liens or encumbrances following the Date of Agreement. (n) loss to, the Property or any Damage or Loss . Subsequent to the Date of Agreement and prior to Closing there shall not have occurred a of, or damage or thereof, from any cause whatsoever, which would cost more than $10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or less, Seller shall repair or cure the loss prior to the Closing. Buyer shall have the within 10 days receipt of more than $10,000.00 to repair or cure, to either terminate this Agreement or to purchase the Property notwithstanding such loss, but without of a loss or against the Purchase Price. If the cost to repair or cure is more than $10,000.00, and Buyer does not elect to terminate this Agreement, Buyer shall be to any insurance proceeds applicable to such loss. Unless otherwise in Escrow Holder shall assume no such damage or loss has occurred prior INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 4 of 10

to Closing. (o) Material Change . Buyer shall have 10 days following receipt of of a Material Change within which to itself with regard to such change. " Material Change " shall mean a adverse change in the use, occupancy, tenants, or of the Property that occurs the date of this and prior to the Closing. Unless otherwise in Escrow Holder shall assume that no Material Change has occurred prior to the Closing. (p) Seller Performance . The delivery of all documents and the due performance by Seller of each and every undertaking and agreement to be performed by Seller under this Agreement. to Escrow Holder executed of this Agreement insofar as the in this Agreement, without the (q) Brokerage Fee . Payment at the Closing of such brokerage fee as is in this Agreement or later by Seller and Brokers (" Brokerage Fee "). It is agreed by the and Escrow Holder that Brokers are a third party Brokerage Fee is concerned, and that no change shall be made with respect to the payment of the Brokerage Fee consent of Brokers. " and individually as a " Buyer's 2. The in subparagraphs 9.1(a) through (m) are for the of, and may be waived by, Buyer, and are referred to as " Buyer's 3. Buyer's and disapproval or ." approval of a Buyer's or any other that is subject to Buyer's approval in this Agreement shall disapproval thereof (" Disapproved Item(s) "). Concurrent with of a Disapproved Item, Buyer may make a request to Seller regarding such Disapproved Item (" Buyer's Request "). If Buyer fails to make a and Buyer's Request, then this Agreement shall terminate due to the non - and non - waiver of a Seller may respond to a Buyer's Request within 10 days following Seller's receipt thereof (" Seller's Response "). Seller's acceptance of a Buyer's Request shall amend this Agreement accordingly. If Seller fails to provide a and Seller's Response, then Seller's Response shall be deemed to be a of Buyer's Request. Buyer may, within 10 days following the earlier of Buyer's receipt of a Seller's Response (which is not an acceptance of Buyer's Request) or the date of Seller's deemed of a Buyer's Request (" Buyer's Reply Period "), reply to a Seller's Response (" Buyer's Reply ") and elect to (i) terminate this Agreement due to the non - and non - waiver of the applicable (ii) accept the Seller's Response in which event this Agreement shall be amended accordingly, or (iii) withdraw Buyer's Request and waive the Disapproved Item in which event Buyer shall accept the Property subject to the Disapproved Item. If Buyer fails to provide a and Buyer's Reply, then Buyer shall be deemed to have elected to terminate this Agreement as of the end of the Buyer's Reply Period. The date Buyer accepts a Seller's Response or withdraws a Buyer's Request and waives a Disapproved Item shall be the date of Buyer's approval of the Disapproved Item. A Party shall provide to Escrow Holder copy of all ces of a Disapproved Item, Buyer's Request, Seller's Response and Buyer's Reply and Escrow Holder shall promptly provide copies thereof to the other Party. Unless the in agree otherwise, if the Expected Closing Date is a calendar date and a Buyer's Reply Period expires such calendar date, then notwithstanding paragraph 1.1, the Expected Closing Date shall be extended to be 3 business days the earlier of the date Buyer withdraws a Buyer's Request and waives the applicable Disapproved Item or Buyer accepts the applicable Seller's Response. 9.4 The and acknowledge that extensive local, state and Federal establish broad liability upon owners and/or users of real property for the of Hazardous Substances. The of the existence of a Hazardous Substance and the of the impact of such a are highly technical and beyond the of Brokers. The acknowledge that they have been advised by Brokers to consult their own technical and legal experts with respect to the possible presence of Hazardous Substances on the Property or adjoining and Buyer and Seller are not relying upon any Substances upon their by or statement of Brokers with respect thereto. The hereby assume all responsibility for the impact of such Hazardous interests herein. 10. Documents and Other Items Required at or Before Closing. 1. Five days prior to the Closing date Escrow Holder shall obtain an updated Title Commitment concerning the Property from the Title Company and provide copies thereof to each of the 2. Seller shall deliver to Escrow Holder in for delivery to Buyer at the Closing: Note(s). (a) Grant or general warranty deed, duly executed and in recordable form, conveying fee to the Property to Buyer. (b) (c) If applicable, the Statements concerning If applicable, the Leases and Other Agreements together with duly executed assignments thereof by Seller and Buyer. The assignment of Leases shall be on the most recent Assignment and of Lessor's Interest in Lease form published by the AIR or its equivalent. that Seller is not a "foreign person" within the meaning of Internal Revenue Code 1445 or (d) An executed by Seller to the successor statutes. If Seller does not provide such in form reasonably to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Internal Revenue Service such sum as is required by applicable Federal law with respect to purchases from foreign sellers . (e) If the Property is located in California, an executed by Seller to the that Seller is not a ''nonresident" within the meaning of California Revenue and Tax Code 18662 or successor statutes . If Seller does not provide such in form reasonably to Buyer at least 3 business days prior to the Closing, Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as is required by such statute . (f) If applicable, a bill of sale, duly executed, conveying to any included personal property to Buyer . (g) If the Seller is a a duly executed corporate authorizing the of this Agreement and the sale of the Property . 10 . 3 Buyer shall deliver to Seller through Escrow : (a) The cash of the Purchase Price and such sums as are required of Buyer under this Agreement shall be deposited by Buyer with Escrow Holder, by federal funds wire transfer, or any other method acceptable to Escrow Holder in immediately collectable funds, no later than 2:00 P.M. on the business day prior to the Expected Closing Date provided, however, that Buyer shall not be required to deposit such monies into Escrow if at the set for the deposit of such monies Seller is in default or has indicated that it will not perform any of its obl hereunder. Instead, in such circumstances in order to reserve its rights to proceed Buyer need only provide Escrow with evidence establishing that the required monies were available. (b) If a Purchase Money Note and Purchase Money Deed of Trust are called for by this Agreement, the duly executed originals of those documents, the Purchase Money Deed of Trust being in recordable form, together with evidence of insurance on the improvements in the amount of the full replacement cost naming Seller as a mortgage loss payee, and a real estate tax service contract (at Buyer's expense), assuring Seller of of the status of payment of real property taxes during the life of the Purchase Money Note. in paragraph 10.2(c) above, duly executed by Buyer. Closing under any Other Agreements. duly executed by Buyer of the loan documents with respect to Notes. (c) The Assignment and of Lessor's Interest in Lease form (d) duly executed by Buyer of the of Seller that accrue (e) (f) If applicable, a If the Buyer is a a duly executed corporate authorizing the of this Agreement and the purchase of the Property. 10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's form policy of insurance as of the Closing, issued by the Title Company in the full amount of the Purchase Price, insuring to the Property vested in Buyer, subject only to INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 5 of 10

the approved by Buyer. In the event there is a Purchase Money Deed of Trust in this tran the policy of insurance shall be a joint policy insuring both Buyer and Seller. IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING. 11. and Adjustments. 11.1 Taxes . Applicable real property taxes and special assessment bonds shall be prorated through Escrow as of the date of the Closing, based upon the latest tax bill available. The agree to prorate as of the Closing any taxes assessed against the Property by supplemental bill levied by reason of events occurring prior to the Closing. Payment of the prorated amount shall be made promptly in cash upon receipt of a copy of any supplemental bill. 11.2 Insurance . WARNING : Any insurance which Seller may have maintained will terminate on the Closing. Buyer is advised to obtain appropriate insurance to cover the Property. The 3. Rentals, Interest and Expenses . Scheduled rentals, interest on Notes, and expenses shall be prorated as of the date of Closing. agree to promptly adjust between themselves outside of Escrow any rents received the Closing. 4. Security Deposit . Security Deposits held by Seller shall be given to Buyer as a credit to the cash required of Buyer at the Closing. 5. Post Closing . Any item to be prorated that is not determined or determinable at the Closing shall be promptly adjusted by the by appropriate cash payment outside of the Escrow when the amount due is determined. 11.6 in Note Balances . In the event that Buyer is purchasing the Property subject to an Deed of Trust(s), and in the event that a Note(s) at the closing will be more or less than Statement as to the applicable Note(s) discloses that the unpaid principal balance of such the amount set forth in paragraph 3.1(c) hereof (" Note "), then the Purchase Money Note(s) shall be reduced or increased by an amount equal to If there is to be no Purchase Money Note, the cash required at the Closing per paragraph 3.1(a) shall be reduced or increased by the such Note amount of such 11.7 Note in New Loan Balance . In the event Buyer is obtaining a New Loan and the amount mately obtained exceeds the amount set forth in paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be reduced by the amount of such excess. 11.8 Owner's Fees . Escrow Holder shall: (i) bring Seller's account with the on current and pay any delinquencies or transfer fees from Seller's proceeds, and (ii) pay any up front fees required by the from Buyer's funds. of Seller and Disclaimers. shall survive the Closing and delivery of the deed for a period of 3 years, and any lawsuit or based upon them 12. and 1. Seller's and must be commenced within such hereby makes the following period. Seller's and and are true, material and relied upon by Buyer and Brokers in all respects. Seller to Buyer and Brokers: (a) Authority of Seller . Seller is the owner of the Property and/or has the full right, power and authority to sell, convey and transfer the Property to Buyer as provided herein, and to perform Seller's hereunder. (b) Maintenance During Escrow and Equipment At Closing . Except as otherwise provided in paragraph 9.1(n) hereof, Seller shall maintain the Property the Closing in its present ordinary wear and tear excepted. (c) Hazardous Substances/Storage Tanks . Seller has no knowledge, except as otherwise disclosed to Buyer in of the existence or prior existence on the Property of any Hazardous Substance, nor of the existence or prior existence of any above or below ground storage tank. (d) Compliance . Except as otherwise disclosed in Seller has no knowledge of any aspect or of the Property which violates applicable or of improvements or made to the Property without a permit where one was laws, rules, required, or of any codes or covenants, or order or of any applicable governmental agency or casualty insurance company requiring any repair, maintenance or improvement be performed on the Property. (e) Changes in Agreements . Prior to the Closing, Seller will not violate or modify any Lease or Other Agreement, or create any new leases or other agreements the Property, without Buyer's approval, which approval will not be unreasonably withheld. (f) Possessory Rights . Seller has no knowledge that anyone will, at the Closing, have any right to possession of the Property, except as disclosed by this Agreement or otherwise in to Buyer. (g) Mechanics' Liens . There are no mechanics' or materialmens' lien rights concerning the Property. (h) Suits or Proceedings . Seller has no knowledge of any suits or proceedings pending or threatened before any commission, board, bureau, agency, arbitrator, court or tribunal that would the Property or the right to occupy or same. (i) of Changes . Seller will promptly Buyer and Brokers in of any Material Change (see paragraph 9.1(o)) becomes known to Seller prior to the Closing. the Property that (j) proceeding. (k) (l) No Tenant Bankruptcy Proceedings . Seller has no or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency No Seller Bankruptcy Proceedings . Seller is not the subject of a bankruptcy, insolvency or probate proceeding. Personal Property . Seller has no knowledge that anyone will, at the Closing, have any right to possession of any personal property included in the Purchase Price nor knowledge of any liens or encumbrances such personal property, except as disclosed by this Agreement or otherwise in to Buyer . 2. Buyer hereby acknowledges that, except as otherwise stated in this Agreement, Buyer is purchasing the Property in its and will, by the called for herein, make or have waived all of the Property Buyer believes are necessary to protect its own interest in, and its contemplated use of, the Property . The acknowledge that, except as otherwise stated in this Agreement, no represen inducements, promises, agreements, assurances, oral or concerning the Property, or any aspect of the safety and health laws, Hazardous Substance laws, or any other act, ordinance or law, have been made by either Party or Brokers, or relied upon by either Party hereto . 3. In the event that Buyer learns that a Seller or warranty might be untrue prior to the Closing, and Buyer elects to purchase the Property anyway then, and in that event, Buyer waives any right that it may have to bring an or proceeding against Seller or Brokers regarding said or warranty . 4. Any environmental reports, soils reports, surveys, and other similar documents which were prepared by third party consultants and provided to Buyer by Seller or Seller's have been delivered as an to Buyer and without any or warranty as to the accuracy, completeness, and/or validity of said documents, all of which Buyer relies on at its own risk . Seller believes said documents to be accurate, but Buyer is advised to retain appropriate consultants to review said documents and the Property . INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 6 of 10

13. Possession. Possession of the Property shall be given to Buyer at the Closing subject to the rights of tenants under Leases. shall have the right at reasonable and subject to rights of tenants, to enter upon 14. Buyer's Entry. At any during the Escrow period, Buyer, and its agents and the Property for the purpose of making and tests in this Agreement. No destru shall be conducted, however, without Seller's prior approval which shall not be unreasonably withheld. Following any such entry or work, unless otherwise directed in by Seller, Buyer shall return the Property to the it was in prior to such entry or work, including the re - or removal of any disrupted soil or material as Seller may reasonably direct. All such and tests and any other work conducted or materials furnished with respect to the Property by or for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify, defend, protect and hold harmless Seller and the Property of and from any and all claims, losses, expenses (including reasonable fees), damages, including those for injury to person or property, arising out of or re to any such work or materials or the acts or omissions of Buyer, its agents or employees in therewith. 15. Further Documents and Assurances. The shall each, diligently and in good faith, undertake all and procedures reasonably required to place the Escrow in for Closing as and when required by this Agreement. The agree to provide all further and to execute and deliver all further documents, reasonably required by Escrow Holder or the Title Company. 16. Fees. If any Party or Broker brings an or proceeding (including involving the Property whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as in any such proceeding, or appeal thereon, shall be to reasonable fees and costs. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such or proceeding is pursued to decision or judgment. The term " Prevailing Party " shall include, without a Party or Broker who obtains or defeats the relief sought, as the case may be, whether by compromise, judgment, or the abandonment by the other Party or Broker of its claim or defense. The fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all fees reasonably incurred. 17. Prior Agreements/Amendments. 1. This Agreement supersedes any and all prior agreements between Seller and Buyer regarding the Property. 2. Amendments to this Agreement are only if made in and executed by Buyer and Seller. ng Party shall be liable to and shall pay to Brokers the Brokerage party, payment of said Brokerage Fee is in to any 18. Broker's Rights. 1. If this sale is not consummated due to the default of either the Buyer or Seller, the Fee that Brokers would have received had the sale been consummated. If Buyer is the with respect to liquidated or other damages. 2. Upon the Closing, Brokers are authorized to publicize the facts of this 19. 19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to give or serve any demand, request, approval, disapproval or other each such shall be in and shall be delivered personally, by messenger, or by mail, postage prepaid, to the address set forth in this agreement or by facsimile transmission, electronic signature, digital signature, or email. 19.2 Service of any such shall be deemed made on the date of actual receipt if personally delivered, or electronic signature, digital signature, or email. Any such sent by regular mail shall be deemed given 48 hours by facsimile transmission, the same is mailed. sent by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed delivered 24 hours delivery of the is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. by in designate a address to which, or a person or persons same to the Postal Service or courier. If such 19.3 Any Party or Broker hereto may from to to whom, all are to be made. 20. of 20.1 If this is not accepted by Seller on or before 5:00 P.M. according to the standard applicable to the city of Ontario on the date of 5/10/2024 , it shall be deemed revoked. 20.2 The acceptance of this or of any subsequent hereto, that creates an agreement between the be deemed made upon delivery to the other Party or either Broker herein of a duly executed u as described in paragraph 1.2, shall the last outstanding or 21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if by both . THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $200,000 . UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. Buyer's Seller's 22. ARBITRATION OF DISPUTES. (This of Disputes paragraph is applicable only if led by both ) 1. ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF THE DEPOSIT SHALL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES ("COMMERCIAL RULES"). ARBITRATION HEARINGS SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 7 of 10

SUCH CONTROVERSY SHALL BE ARBITRATED BY A SINGLE ARBITRATOR, APPOINTED UNDER THE COMMERCIAL RULES WHO HAS HAD AT LEAST 5 YEARS OF EXPERIENCE IN THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS AGREEMENT. THE ARBITRATOR SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW OF THE JURISDICTION WHERE THE PROPERTY IS LOCATED, THE INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING. PRE - ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE ARBITRATOR SHALL RENDER AN AWARD WITHIN 30 DAYS AFTER THE CONCLUSION OF THE HEARING, WHICH MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE PREVAILING PARTY PER PARAGRAPH 16 HEREOF AND SHALL BE ACCOMPANIED BY A REASONED OPINION. THE FAILURE OR REFUSAL OF A PARTY TO PAY SUCH PARTY'S REQUIRED SHARE OF THE DEPOSITS FOR ARBITRATOR COMPENSATION OR ADMINISTRATIVE CHARGES SHALL CONSTITUTE A WAIVER BY SUCH PARTY TO PRESENT EVIDENCE OR CROSS - EXAMINE WITNESSES, BUT SUCH WAIVER SHALL NOT ALLOW FOR A DEFAULT JUDGMENT AGAINST THE NON - PAYING PARTY IN THE ABSENCE OF EVIDENCE AND LEGAL ARGUMENT AS THE ARBITRATOR MAY REQUIRE FOR MAKING AN AWARD. JUDGMENT MAY BE ENTERED ON THE AWARD IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT. 22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE. 22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. Buyer's Seller's 23. Miscellaneous. 1. Binding . This Agreement shall be binding on the Paragraphs 21 and 22 are each incorporated into this Agreement only if without regard to whether or not paragraphs 21 and 22 are by both of the by both at the that the Agreement is executed. Signatures to this Agreement accomplished by means of electronic signature or similar technology shall be legal and binding. 2. Applicable Law . This Agreement shall be governed by, and paragraph 22.3 is amended to refer to, the laws of the state in which the Property is located. Any or between the hereto concerning this Agreement shall be d in the county in which the Property is located. 3. Time of Essence . Time is of the essence of this Agreement. 4. Counterparts . This Agreement may be executed by Buyer and Seller in counterparts, each of which shall be deemed an original, and all of which together shall one and the same instrument. Escrow Holder, verifying that the counterparts are except for the signatures, is authorized and instructed to combine the signed signature pages on one of the counterparts, which shall then the Agreement. 5. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 23.6 . Any between the printed provisions of this Agreement and the or provisions. Seller and Buyer must any and all or provisions shall be controlled by the provisions . 23.7 1031 Exchange . Both Seller and Buyer agree to cooperate with each other in the event that either or both wish to in a 1031 exchange. Any party an exchange shall bear all costs of such exchange. The Party shall not have any liability (special or otherwise) for damages to the exchanging Party in the event that the sale is delayed and/or that the sale otherwise fails to qualify as a 1031 exchange. 23.8 Days . Unless otherwise indicated to the contrary, the word "days" as used in this Agreement shall mean and refer to calendar days. 24. Disclosures Regarding the Nature of a Real Estate Agency 1. The and Brokers agree that their shall be governed by the principles set forth in the applicable of the California Civil Code, as summarized in paragraph 24.2. 24.2 When entering into a discussion with a real estate agent regarding a real estate of agency a Buyer or Seller should from the outset understand what type Buyer and Seller acknowledge being advised by the Brokers in this or it has with the agent or agents in the as follows: following (a) Seller's Agent . A Seller's agent under a (1) To the Seller: A agreement with the Seller acts as the agent for the Seller only. A Seller's agent or subagent has the duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's b. A duty of honest and fair dealing and good faith. c. A duty to disclose of, the set all facts known to the agent materially the value or desirability of the property that are not known to, or within the diligent and An agent is not obligated to reveal to either Party any obtained from the other Party which does not involve the forth above. (b) Buyer's Agent . A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these the agent is not the Seller's agent, even if by agreement the agent may receive for services rendered, either in full or in part from the Seller. An agent only for a Buyer has the following (1) To the Buyer: A duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care in performance of the agent's s. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially the value or desirability of the property that are not known to, or within the diligent and of, the An agent is not obligated to reveal to either Party any obtained from the other Party which does not involve the set forth above. (c) Agent Both Seller and Buyer . A real estate agent, either directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a but only with the knowledge and consent of both the Seller and the Buyer. (1) In a dual agency the INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 8 of 10

to both the Seller and the Buyer: a. A duty of utmost care, integrity, honesty and loyalty in the dealings with agent has the following either Seller or the Buyer. b. Other to the Seller and the Buyer as stated above in their r (a) or (b) of this paragraph 24.2. (2) In both Seller and Buyer, the agent may not, without the express permission of the not limited to, facts to either Buyer's or Seller's Party, disclose to the other Party bargaining or other personal including, but that may impact price, including Seller's willingness to accept a price less than the price or Buyer's willingness to pay a price greater than the price (3) The above of the agent in a real estate do not relieve a Seller or Buyer from the responsibility to protect their own interests. Buyer and Seller should carefully read all agreements to assure that they adequately express their understanding of the A real estate agent is a person to advise about real estate. If legal or tax advice is desired, consult a competent professional. Buyer has the duty to exercise reasonable care to protect Buyer, including as to those facts about the Property which are known to Buyer or within Buyer's diligent and competent professional because the federal and state tax consequences of a Both Seller and Buyer should strongly consider obtaining tax advice from a can be complex and subject to change. Further Disclosures . Throughout this Buyer and Seller may receive more than one disclosure, depending upon the number of agents (d) in the agent in this Buyer and Seller should each read its contents each it is presented, considering the and that disclosure. Buyer and Seller each acknowledge receipt of a disclosure of the possibility of between them and the real estate by the Broker that principal. This disclosure may be part of a agreement, buyer Buyer may also represent other buyers, who may consider, make on agreement or separate document. Buyer understands that on or acquire the Property. Seller understands that Broker Broker Seller may also represent other sellers with respect to any default or breach hereof by either Party. The that may be of interest to this Buyer. Brokers have no responsibility with agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission to this may be brought against Broker more than one year the Date of Agreement and that the liability (including court costs and fees), of any Broker with respect to any breach of duty, error or omission to this Agreement shall not exceed the fee received by such Broker pursuant to this Agreement; provided, however, that the foregoing on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. 24.3 Buyer and Seller agree to to Brokers as any or given Brokers that is considered by such Party to be 25. of Agreement. In construing this Agreement, all headings and are for the convenience of the only and shall not be considered a part of this Agreement. Whenever required by the context, the singular shall include the plural and vice versa. This Agreement shall not be construed as if prepared by one of the but rather according to its fair meaning as a whole, as if both had prepared it. 26. Provisions. provisions of this hereto by an addendum or addenda of paragraphs through . (If there are no if any, are as follows or are provisions write "NONE".) ATTENTION : NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT RELATES . THE PARTIES ARE URGED TO : 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS AGREEMENT . 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PROPERTY . SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO : THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE . WARNING : IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED . NOTE: 1. THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL PROPERTY. 2. IF EITHER PARTY IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT BE SIGNED BY TWO CORPORATE OFFICERS. The undersigned Buyer and agrees to buy the Property on the terms and stated and acknowledges receipt of a copy hereof. Date: BROKER CBRE Jordan Hershiser Title: Buyer's broker Address: 4141 Inland Empire Blvd., #100, Ontario, CA 91764 Phone: (214 ###-###-#### Fax: Email: ***@*** Federal ID No.: Broker DRE License #: 00409987 BUYER Silver Music LLC and/or Assignee By: Name Printed: Rajat Khurana Title: Buyer Phone: Fax: Email: By: Name Printed: INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 9 of 10

Agent DRE License #: 02053012 Title: Phone: Fax: Email: Address: Federal ID No.: 27. Acceptance. 1. Seller accepts the foregoing to purchase the Property and hereby agrees to sell the Property to Buyer on the terms and therein 2. In of real estate brokerage service rendered by Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal to 4 % of the Purchase Price to be divided between the Brokers as follows: Seller's Broker 2 % and Buyer's Broker 2 %. This Agreement shall serve as an irrevocable to Escrow Holder to pay such Brokerage Fee to Brokers out of the proceeds accruing to the account of Seller at the Closing. 3. Seller acknowledges receipt of a copy hereof and authorizes Brokers to deliver a signed copy to Buyer. NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY SELLER UNDER THIS AGREEMENT. Date: BROKER RE/MAX GALAXY Grace Zhang Title: Seller's broker Address: 1411 S. Diamond Bar Blvd., Diamond Bar, CA 91765 Phone: (909 ###-###-#### Fax: Email: ***@*** Federal ID No.: Broker DRE License #: 02185725 Agent's DRE License #: 01946544 SELLER Focus Universal Inc. By: Name Printed: Desheng Wang Title: Seller / CEO Phone: Fax: Email: By: Name Printed: Title: Phone: Fax: Email: Address: Federal ID No.: AIR CRE * // www.aircre.com * 213 - 687 - 8777 * ***@*** NOTICE: No part of these works may be reproduced in any form without permission in INITIALS © 2019 AIR CRE. All Rights Reserved. OFA - 20.30, Revised 10 - 13 - 2022 INITIALS Last Edited: 5/7/2024 1:39 PM Page 10 of 10