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QUITCLAIM ASSIGNMENT OF TRANSFER OF DEVELOPMENT RIGHTS THIS QUITCLAIM ASSIGNMENT OF TRANSFER OF DEVELOPMENT RIGHTS ("Assignment' is entered into this day of Z v 1- 2012, by RK Associates Vill, Inc. and Florida corporation and Ranaan Katz (colll�tively,� "SELLER "), in favor of Palermo Beach, LLC, a Florida limited liability company ("BUYER "). BACKGROUND WHEREAS, SELLER and BUYER entered into a TRANSFER OF DEVELOPMENT RIGHTS AGREEMENT dated July 2n3" 2012 (the "Purchase Agreement") whereby SELLER has agreed to transfer its interest in certain development rights in Sunny Isles Beach, Florida, Miami -Dade County, Florida, as more particularly described and evidenced by the Memorandum dated August 5, 2009 from Hans Ottinot, City Attorney for Sunny Isles, a copy of which is attached and incorporated in Exhibit A (the '71311 Units"). WITNESSETH: NOW THEREFORE, for and in consideration of these premises and for other good and valuable Consideration, the receipt and sufficiency of which are hereby acknowledged, SELLER does hereby assign, grant, bargain and convey the TDR Units to BUYER `AS IS," VMERE IS" and `WITH ALL FAULTS," without any express or implied representations or warranties whatsoever being made by SELLER and without recourse of any type whatsoever against SELLER. SELLER hereby further expressly disclaims any express or implied representations or warranties of any type whatsoever with respect to the TDR Units, including any with respect to the quality, legal status, value, utility or potential of the TDR Units, or any other matter or thing affecting or relating to the TDR Units or this Assignment (including warranties of merchantability and or a fitness for a particular purpose) which might be pertinent in considering whether to take assignment of the TDR Units, and BUYER hereby acknowledges that SELLER has not made, and BUYER has not relied upon, any such representations or warranties. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. This Assignment may be executed in counterparts, including facsimile counterparts, each of which will be deemed to be an original and all of which are one and the same assignment, but all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment by facsimile transmission shall be effective delivery of a manually executed counterpart of this Assignment. IN WITNESS WHEREOF, this Assignment is executed as of the date first above written. Signed, Sealed and Delivered, in the presence of. C( - (Sig t �) / Print am (Signature) (Print Name) 171295 - # 772598 vl Seiler: RKAssociates Vill, Inc., a Florida corporation Ranaan Katz, as President Ranaan Katz, individually