[3829-00166/4905-5237-8256.2]

Amend3rdGold.Com,Inc._v1

THIRDAMENDMENTTOLEASE

(Gold.Com,Inc.)

THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is made and entered into as of March 5, 2026 by and between C.J. SEGERSTROM & SONS, a California general partnership (“Landlord”), and GOLD.COM, INC., a Delaware corporation (“Tenant”), with respect to the following:

RECITALS

A.

Landlord is the landlord and Tenant (successor-in-interest to Spectrum Group International, Inc., a Delaware corporation) is the tenant pursuant to a certain High Tech/ Research&DevelopmentBuildingLeasedatedJuly13,2020(the“OriginalLease”),asamended bya certain First Amendmentto Lease datedas of January4,2021 (the “First Amendment”) and by a certain Second Amendment to Lease dated as of January 30, 2023 (the “Second Amendment”). The Original Lease, First Amendment and Second Amendment are herein sometimes referred to, collectively, as the “Lease.”

B.

PursuanttotheLease,TenantholdsandoccupiesSuite150at1550ScenicAvenue, consistingof23,793squarefeetofRentableArea,andSuite200at1540ScenicAvenue,consisting of 12,691 square feet of Rentable Area (collectively, “Existing Premises”), in Costa Mesa, California. The Existing Premises comprise a part of Harbor Gateway Business Center (the “Center”).

C.

TenantrequiresadditionalspaceattheCenter.To thatend, Landlord hasagreedto leasetoTenantacertainspaceconsistingofapproximately3,305squarefeetofRentableAreaand is known as Suite A (the “1570 Expansion Space”) at 1570 Corporate Drive (“Building”) at the Center. The Existing Premises, the 1570 Expansion Space and the Center are all depicted on ExhibitAattachedhereto.Inaddition,the 1570ExpansionSpaceismoreparticularlydepictedon the floor plan attached hereto as Exhibit B.

AGREEMENT

INCONSIDERATIONoftheforegoingrecitalsandthemutualcovenantscontained herein, Landlord and Tenant agree as follows:

1.

Leasing of 1570 ExpansionSpace.Landlordhereby leases to Tenant, and Tenant hereby leases andhires fromLandlord, the 1570 ExpansionSpace.Tenant shall holdand occupy the 1570 Expansion Space upon the terms of the Lease, as hereby amended.

2.

Term for 1570 Expansion Space. The term of the Lease as to the 1570 Expansion Space shall be from May 15, 2026 (the “1570 Expansion Space Commencement Date”) through August 31,2027 (the“Expiration Date”),subject to earliertermination and extension pursuantto any of the terms of the Lease.

3.

Conditionof1570ExpansionSpace.Tenantacceptsthe1570ExpansionSpacein its current “AS IS”condition.Landlord shall havenoresponsibility,either astoperformance or

paymentof the costs thereof, to renovate or remodel the 1570 ExpansionSpace for Tenant’s use. Notwithstandingtheforegoing,priortodeliveryofthe1570ExpansionSpacetoTenant,Landlord shall have the 1570 Expansion Space professionally cleaned, including all carpeted areas, and painted as needed as reasonably determined by Landlord(“Landlord’s Work”).In addition, upon delivery of the 1570 Expansion Space to Tenant, the systems (i.e., plumbing, HVAC units, electrical and mechanical) serving the 1570 Expansion Space shall be in good working order.

4.

EarlyAccessto1570ExpansionSpace.LandlordagreesthatTenantanditsagents shall be permitted to enter the 1570 Expansion Spaceprior to the 1570 Expansion Space Commencement Date in order that Tenant may install fixtures, furniture and cabling through Tenant’s own contractors. Tenant’s early access of the 1570 Expansion Space prior to the 1570 Expansion Space Commencement Date pursuant to this Section shall be subject to all of the covenantsandconditionsonTenant’spartcontainedintheLease,exceptthecovenanttopayBase Annual Rent and Tenant’s Proportionate Share of Center Operating Expensesduring that period. Tenantshall,however,beresponsibleforthecostofallutilitiesservingthe1570ExpansionSpace, as well as interior janitorial services during any early access period. Tenant’s early access of the Premises prior to the 1570 Expansion Space Commencement Date is conditioned uponthe compliance by Tenant’s contractors with all insurance and other requirements imposed by Landlordonthirdpartycontractors,andinnoeventwillTenant,inperformingsuchwork,impede, hinder, interfere or delay Landlord in the performance of the 1570 Expansion Space Landlord’s Work.In no event shall thefailureofTenant’scontractors to completeany workin thePremises extendthe1570ExpansionSpaceCommencement Date.Landlord anticipatesthatTenant’s early access to the 1570 Expansion Space will occur during the first week of April 2026.

5.

BasicAnnualRentforthe1570ExpansionSpace.Basic AnnualRent forthe1570 Expansion Space shall be as follows:

ConcurrentlywiththedeliveryofthisAmendment,Tenantshalldeliverthesumof

$6,114.25 to Landlord, which sum shall be applied to the monthly installment of Basic Annual Rent due on the first full calendar month following the 1570 Expansion Space Commencement Date.

All BasicAnnual Rent, CenterOperatingExpensesand otheradditional rentshall bepaid at the times and in the manner provided in the Original Lease.

6.

Other Terms.During the Term,Tenant shall holdand occupy the 1570 Expansion Space upon all of the terms and conditions of the Lease, except that:

(a)

From and after the 1570 Expansion Space Commencement Date, Tenant's AllocatedParkingSpaces per BasicLease Provision 9and Section 44 ofthe Original Leaseshall be increased by 13 parking spaces.

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(b)

Notwithstanding anything contained in the Original Lease to the contrary, if any utility services are not separately metered or sub-metered to the 1570 Expansion Space, Tenantshallpay,onamonthlybasis,areasonableproportiontobedeterminedbyLandlordforall charges jointly metered with other premises. As the electricity for the 1570 Expansion Space is separately metered, Tenant shall set up service and pay for such service directly to Southern California Edison.

(c)

Those provisions of the Lease which are superseded by the provisions of this Amendment shall have no application to the 1570 Expansion Space. In the event of any conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control from and after the Effective Date hereof.

(d)

ThemaintenanceandrepairresponsibilitiesofLandlordandTenant forthe 1570 Expansion Space shall remain as set forth in the Original Lease for the Premises as to performance andpayment.Withoutlimitingthegenerality oftheforegoing,Tenantshallcontract directly with the providers for interior janitorial services provided to the 1570 Expansion Space.

(e)

Concurrently with Tenant’s delivery of this Amendment, Tenant shall deliverthesumof$6,114.25toLandlord(the“1570ExpansionSpaceDeposit”),whichsumshall beaddedto thesecurity deposit presently beingheldbyLandlord in accordance with Article5 of the Lease.

(f)

Initial estimatedCenter OperatingExpensesforthe1570ExpansionSpace is $0.5275 per square foot per month for the full lease year 2026. Actual Center Operating Expenses for 2026 for the 1570 Expansion Space shall be determined and used as the basis for adjustments as described in Section 4 of Exhibit Bto the Original Lease.

(g)

Paragraph 5 of the Second Amendment (“Termination Option”) is hereby deleted in its entirety and of no further force or effect.

(h)

NotwithstandinganythingcontainedintheLeasetothecontrary,(i)Tenant shallhavethe rightto permitaportionofthe1570ExpansionSpacetobe usedby FinestKnown, LLC, a California limited liability company (the “Permitted User”); (ii) the Permitted User shall not utilize more than 50% of the Rentable Area of the 1570 Expansion Space; and (iii) any occupancyagreement withaPermittedUsershall notbedeemedto beasubleaseorothertransfer undertheLeaseandshallnotrequirethe consentofLandlord.In noevent shallTenantallow the PermittedUserto(A)use thePremisesfora purpose otherthanthepermitteduseundertheLease orotherwise use the Premises in violation ofany of the terms and conditions of the Lease orany of the rules and regulations of the Building; (B) separately demise such space; (C) install any exterior signage; or (D) conduct a practice which is not suitable for the Building considering the business of other tenants and the Building’s prestige.A violation of any of the foregoing by the PermittedUsershallbeconsideredtobeadefaultbyTenanthereunder.Inaddition,Tenanthereby agreestoindemnifyLandlordfortheactsandomissionsofthePermittedUser(includingsuch

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Permitted User’s agents, employees, contractors, customers and invitees) in accordance with the termsandconditionsofSection15.6oftheLease andto causeany insurancetobemaintained by Tenant under the Lease to be extended to cover the acts and omissions of the Permitted User (including such Permitted User’s agents, employees, contractors, customersand invitees) while in the Building.

7.

Brokers. In connection with this Amendment, Landlord shall pay to Spectrum Realty Partners (the “Broker”) a real estate commission (the “Commission”). The Commission will be in accordance with Landlord’s standard commission schedule with respect to the Center and shall be as set forth in a separate written agreement between Landlord and Broker. The Commission will be paid in full within thirty (30) days after the last to occur of (a) receipt of Broker’s invoice, (b) the last execution and delivery of this Amendment and (c) the elimination, byfulfillmentorwaiver,ofthelastofany conditionsto theeffectivenessorcontinuedeffectiveness of this Amendment.

8.

Counterparts; Signatures.This Amendment may be executed in two (2) or more counterparts, eachofwhichshall bedeemedanoriginal,but allofwhichtogethershall constitute a single instrument.It shall not be necessary for Landlord and Tenant to execute the same counterpart(s)ofthisAmendmentforthisAmendmenttobecomeeffective.Thepartiesagreethat electronicsignatures, including thosedeliveredby PDFor signedthroughan electronic signature application such as “Docusign,” shall have the same effect as original signatures.

9.

Effective Date. This Amendment shall become effective upon the last execution and delivery hereof by Landlord and Tenant.Delivery by a party of an executed counterpart of this Amendmentbyfacsimile,emailorothermeansofelectronicsubmission shallbe aseffective as delivery in any other manner.

10.

Defined Terms. All terms used herein and not defined herein but defined in the Lease shall have the meanings given to such terms in the Lease.

11.

Lease In Effect. Landlord and Tenant acknowledge and agree that the Lease, as hereby amended, remains in full force and effect in accordance with its terms. This Amendment and the Lease set forth the entire agreement between the parties with respect to the matters set forth herein.There have been no additional oral or written representations or agreements.

12.

Compliance.EachofLandlordandTenantrepresentsandwarrantstotheotherthat, to the knowledge of the warranting party, such party is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (September 25, 2001) (the “Executive Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Executive Order and such other rules, regulations,legislation andorders are collectively referred toasthe “Orders”).To theknowledge of each warranting patty, neither such party nor any of its affiliates (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders and/oronanyother listofterroristsorterroristorganizationsmaintainedpursuanttotheOrders,

(b)is a Person (as defined in the Orders) who has been determined by competent authority to be subjecttotheprohibitionscontainedintheOrdersor(c)isownedorcontrolledby(including

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withoutlimitationbyvirtueofsuchPersonbeing adirectoroforowningvotingsharesorinterests in),oractsfororonbehalfof,anyPersonontheListsoranyotherPersonwhohasbeendetermined by competent authority to be subject to the prohibitions contained in the Orders.

13.

CASp. Pursuant to California Civil Code § 1938, Landlord hereby states that the 1570 Expansion Space has not undergone inspection by a Certified Access Specialist (“CASp”) (definedinCalifornia CivilCode§55.52(a)(3)).Pursuant toSection1938of theCaliforniaCivil Code, Landlord hereby provides the following notification to Tenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner orlessor may not prohibit the lessee ortenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.The parties shall mutually agree on the arrangements for the time andmanneroftheCASpinspection,thepaymentofthefeefor theCASpinspection,andthe cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises.”

14.

AgencyDisclosure.EachofLandlordandTenantacknowledgesthat,inconnection withthisAmendment,ithasreceivedfromeachofJeffreyReese,CarmenTworkandSouthCoast Plaza, a corporation, the disclosures required by Sections 2079.16 and 2079.17 of the California CivilCode(the“Code”).Specifically,eachofLandlordandTenantacknowledges,byitssignature hereto,(a)receiptofCivilCodeSections2079.13through2079.24,(b)receiptofwrittennoticeof the agency capacity of each such Agent/Associated Licensee and (c) that each such Agent/AssociatedLicenseeistheagentsolelyoftheLandlordandisNOTtheagentoftheTenant.

15.

Privacy.Prior to or during the term of the Lease, as hereby amended, Landlord may collectorobtaincertain information ofTenant’s employees, contractors orother individuals performingservicesforTenantundertheLease,ashereby amended,oroperatinginthePremises, which information constitutes “personal information” under California’s privacy laws and regulations.Suchinformationmayinclude, withoutlimitation,namesandcontactinformation of individuals.Landlord will collect this information only for the purpose of facilitating the Lease, asherebyamended, and operationsattheCenter andshall useand hold such information instrict compliancewithallapplicablefederalandstateprivacylawsandregulations.Tolearnmoreabout how Landlord treats this information, please visit Landlord’s privacy policy at https://harborgatewaybusinesscenter.com/privacy-policy/.

[SIGNATUREPAGEFOLLOWS]

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INWITNESS WHEREOF,Landlordand Tenanthaveexecutedthis ThirdAmendment to Lease to be effective as provided in paragraph 9 above.

GOLD.COM,INC.,aDelawarecorporation

By/s/

Name:GregRoberts

Title:ChiefExecutiveOfficer

C.J.SEGERSTROM&SONS,aCalifornia general partnership

ByHenryT.SegerstromManagementLLC,a California limited liability company, Manager

By/s/

Title:Manager

Dated:

March12,2026

“Tenant”

ByHTSManagementCo.,Inc.,aCalifornia corporation, Manager

By

Title:Sr.VicePresident

Dated:

March13,2026

“Landlord”

Exhibits:

ExhibitA–Plot PlanofCenterwithExpansionSpaceDepicted Exhibit B – Floor Plan of Expansion Space

ExhibitC–AgencyDisclosure

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ExhibitA

Centerand1570ExpansionSpace

ExhibitB

ExhibitC

DISCLOSUREREGARDING

REALESTATEAGENCYRELATIONSHIP

(AsrequiredbySections2079.16and2079.17oftheCivilCode)

When youenterintoadiscussionwitharealestate agentregardingareal estatetransaction,you shouldfromtheoutsetunderstand what type of agency relationship or representation you wish to have with the agent in the transaction.

SELLER’SAGENT

ASeller’sagent underalistingagreement withthe Selleractsastheagent for the Selleronly.A Seller’sagent or asubagentofthatagent has the following affirmative obligations:

Afiduciarydutyofutmostcare,integrity,honesty, andloyalty indealings withtheSeller. To the Buyer and the Seller:

(a)

Diligentexercise ofreasonableskillandcareinperformanceoftheagent’sduties.

(b)

Adutyofhonestandfairdealingandgoodfaith.

(c)

Adutytodisclose allfactsknown tothe agentmateriallyaffectingthe valueor desirabilityofthe propertythatarenot known to,or within the diligent attention and observation of, the parties.

Anagentisnotobligatedto revealtoeitherpartyany confidentialinformationobtainedfromthe otherpartythatdoes notinvolvethe affirmative duties set forth above.

BUYER’SAGENT

Asellingagent can, witha Buyer’sconsent,agreeto actasagent fortheBuyeronly.Inthesesituations,the agentisnottheSeller’sagent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller.An agent acting only for a Buyer has the following affirmative obligations:

TotheBuyer:

Afiduciarydutyofutmostcare,integrity,honesty, andloyalty indealings withtheBuyer. To the Buyer and the Seller:

(a)

Diligentexercise ofreasonableskillandcareinperformanceoftheagent’sduties.

(b)

Adutyofhonestandfairdealingandgoodfaith.

(c)

A duty to disclose all facts known to the agent materially affecting the value or desirabilityof the property that are not known to, or within thediligentattention andobservationof,theparties.Anagentisnotobligated torevealtoeitherpartyanyconfidentialinformation obtained from the other party that does not involve the affirmative duties set forth above.

AGENTREPRESENTINGBOTHSELLERANDBUYER

Areal estateagent,eitheractingdirectlyorthrough oneormoreassociatelicensees, canlegally betheagentofboththeSeller andthe Buyer in a transaction,but only with the knowledge and consent of both the Seller and the Buyer.

Inadualagencysituation,theagenthasthefollowingaffirmativeobligationstoboththeSellerandtheBuyer:

(a)

Afiduciarydutyofutmostcare,integrity,honesty,and loyaltyinthedealingswitheithertheSellerortheBuyer.

(b)

OtherdutiestotheSellerandtheBuyerasstatedaboveintheirrespectivesections.

In representingboth Seller and Buyer,theagent maynot,withoutthe expresspermissionofthe respectiveparty,disclosetotheother party that the Seller will accept aprice less than the listing price or that the Buyer will paya price greater than the price offered.

The aboveduties oftheagent in arealestatetransactiondonotrelievea Selleror Buyerfromtheresponsibilitytoprotecthis orherown interests.You should carefully read all agreements toassure that theyadequately expressyour understanding of the transaction.Areal estate agent is a person qualified to advise about real estate.If legal or tax advice is desired, consult a competent professional.

Throughoutyour realpropertytransactionyoumay receivemorethanonedisclosure form,dependingupon thenumberofagents assisting inthe transaction.The lawrequires each agent with whom you have more than a casual relationship to present you with this disclosure form.Youshould read its contents each timeit is presentedto you,consideringthe relationship betweenyou and the real estate agent in your specific transaction.

Thedisclosureformincludes theprovisionsofSections2079.13 to 2079.24,inclusive, oftheCivil Codeand thedisclosurerequiredby Section 2079.17, all as set forth on the succeeding pages.Read them carefully.

ExhibitC-

CIVILCODESECTIONS 2079.13 TO 2079.15 AND

2079.17TO2079.24

2079.13.AsusedinSections2079.14to2079.24,inclusive,thefollowingtermshavethefollowingmeanings:

(a)

“Agent” means a person acting under provisions of Title 9 (commencing with Section 2295) ina real property transaction, and includesaperson whoislicensedasarealestatebrokerunder Chapter3(commencingwithSection10130) ofPart1of Division4ofthe Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained.

(b)

“Associate licensee” means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130)ofPart1ofDivision4of theBusinessandProfessions Code andwhois eitherlicensedunder abrokeror hasenteredinto a written contract with abrokertoactas thebroker’sagentinconnectionwithactsrequiringarealestate licenseand to function underthe broker’s supervision in the capacity of an associate licensee.

The agent inthe realpropertytransactionbearsresponsibility for hisor her associate licensees who perform as agents ofthe agent.When an associatelicenseeowesa dutytoany principal,ortoanybuyerorseller whoisnot aprincipal,in arealpropertytransaction, thatduty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions.

(c)

“Buyer”meansa transferee inarealpropertytransaction,and includesapersonwho executesanoffertopurchaserealproperty from asellerthroughan agent,orwhoseekstheservicesofan agentin morethan acasual,transitory,orpreliminary manner,with the object of entering into a real property transaction.“Buyer” includes vendee or lessee.

(d)

“Commercialrealproperty” meansallpropertyinthestate,exceptsingle-family residential property,dwellingunitsmadesubjectto Chapter 2 (commencing with Section 1940) of Title 5, mobilehomes, as definedin Section 798.3, or recreational vehicles, as defined in Section 799.29.

(e)

“Dual agent”meansanagentacting,eitherdirectlythroughoranassociatelicensee, asagentfor boththesellerandthebuyerin a real property transaction.

(f)

“Listingagreement”meansa contractbetweenanownerofrealproperty andanagent,bywhich theagent has beenauthorizedto sell the real property or to find or obtain a buyer.

(g)

“Listingagent”meansapersonwhohasobtaineda listingofrealproperty toactasanagentforcompensation.

(h)

“Listingprice”isthe amount expressed indollarsspecified inthelistingforwhichthe selleriswillingtosellthe real propertythrough the listing agent.

(i)

“Offeringprice”istheamountexpressedindollars specifiedin an offerto purchaseforwhichthe buyeriswillingtobuy thereal property.

(j)

“Offertopurchase”meansa writtencontractexecutedbyabuyeractingthroughasellingagent thatbecomesthecontractfor the sale of the real property upon acceptance by the seller.

(k)

“Real property” meansany estate specified bysubdivision (1) or (2) of Section 761in propertythat constitutes orisimprovedwith one to fourdwelling units, any commercial real property, any leasehold in thesetypes of property exceeding one year’s duration, and mobilehomes,whenoffered forsaleor soldthroughanagentpursuantto theauthoritycontainedinSection 10131.6of theBusiness and Professions Code.

(l)

“Real propertytransaction” meansatransactionforthesaleofrealpropertyinwhich anagentis employed byoneormoreof the principals to act in that transaction, and includes a listing or an offer to purchase.

(m)

“Sell,” “sale,”or “sold”referstoatransactionforthetransfer ofrealpropertyfromtheseller tothe buyer,andincludesexchangesof real propertybetween the seller and buyer, transactions for the creation of a real property sales contract within the meaningof Section 2985, and transactions for the creation of a leasehold exceeding one year’s duration.

(n)

“Seller”means thetransferor inarealpropertytransaction,and includesanownerwholistsreal propertywith anagent,whether or not a transfer results,or who receives an offer to purchase real property of whichhe or she isthe owner from an agent on behalf of another.“Seller” includes both a vendor and a lessor.

(o)

“Sellingagent”means alistingagent whoactsalone,or an agent whoacts in cooperationwitha listingagent,andwho sellsor finds and obtainsa buyer for the real property, or an agent who locates property for abuyer or who finds abuyer for aproperty for which no listing exists and presents an offer to purchase to the seller.

(p)

“Subagent”means aperson towhoman agentdelegatesagencypowersasprovided inArticle5 (commencingwithSection2349)of Chapter1ofTitle 9.However,“subagent”doesnot includean associatelicenseewho isactingunder thesupervision of anagent inareal propertytransaction.

2079.14.Listingagents and sellingagentsshall provide the sellerand buyerina realproperty transaction witha copyofthe disclosure form specifiedin Section2079.16,and, exceptasprovidedinsubdivision(c),shallobtainasigned acknowledgmentofreceiptfromthat seller or buyer, except as provided in this section or Section 2079.15, as follows:

(a)

Thelistingagent,ifany,shallprovidethedisclosure formtothesellerpriortoenteringintothelistingagreement.

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ExhibitC-

(b)

Thesellingagent shallprovidethedisclosureformtotheseller assoonas practicablepriortopresentingthe sellerwith anofferto purchase, unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a).

(c)

Wheretheselling agentdoesnotdealonaface-to-facebasiswiththe seller,the disclosure formpreparedbythesellingagent maybe furnished tothe seller (and acknowledgment of receipt obtained for the selling agent from the seller) by the listingagent, or the selling agent maydeliver the disclosure form by certified mail addressed tothe seller at his or herlast known address, inwhich case no signed acknowledgment of receipt is required.

(d)

The selling agent shall provide the disclosure form to the buyer as soon as practicable prior tothe execution of the buyer’s offer to purchase,except thatiftheoffertopurchaseisnot preparedbythesellingagent,the sellingagent shallpresentthe disclosureformtothe buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer.

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ExhibitC-

2079.15.Inanycircumstancesinwhichthesellerorbuyer refusestosignanacknowledgmentofreceipt pursuantto Section2079.14,the agent, or an associate licensee acting for an agent, shall set forth, sign, and date awritten declaration of the factsof the refusal.

2079.17.(a)Assoonaspracticable, theselling agentshall disclosetothebuyerandthesellerwhetherthesellingagentisactingin thereal property transaction exclusively as the buyer’s agent, exclusively as the seller’s agent, or as a dual agent representing both the buyer and the seller.This relationship shall be confirmedin the contract to purchase and sellreal property or ina separate writing executed or acknowledged by the seller, the buyer, and the selling agent prior toor coincident with execution of that contract by the buyer and the seller,respectively.

(b)

As soon aspracticable,the listing agent shall disclose to the seller whether the listing agent isacting inthe real propertytransaction exclusivelyas the seller’s agent, or as a dual agent representing both the buyerand seller.This relationship shall be confirmed in the contracttopurchaseand sellrealpropertyorinaseparatewritingexecutedor acknowledgedby theseller and thelistingagent priortoor coincident with the execution of that contract by the seller.

(c)

Theconfirmationrequiredbysubdivisions(a)and(b)shallbeinthefollowingform:

(d)

ThedisclosuresandconfirmationrequiredbythissectionshallbeinadditiontothedisclosurerequiredbySection2079.14.

2079.18.Nosellingagent inarealpropertytransaction mayactasan agentforthebuyeronly,whenthe sellingagent isalsoactingas the listing agent in the transaction.

2079.19.The payment of compensation or the obligation to paycompensation to an agent by the seller or buyer is not necessarily determinativeof aparticular agencyrelationshipbetweenanagentandthesellerorbuyer.Alistingagent andaselling agentmayagree to share anycompensationorcommission paid,oranyrighttoanycompensationorcommissionforwhichan obligationarisesastheresultof a real estate transaction, and the terms of any such agreement shall not necessarily be determinativeof a particular relationship.

2079.20.Nothinginthis articlepreventsan agent fromselecting,asa conditionoftheagent’semployment,aspecificformofagency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with.

2079.21.A dual agent shall not disclose to the buyerthat the seller is willing to sell the property at a price less than the listing price, withouttheexpresswrittenconsentof theseller.A dualagentshallnotdisclosetothesellerthatthebuyer iswillingto payaprice greater than the offering price, without the express written consent of the buyer.

Thissectiondoes notalterin anywaythedutyorresponsibility ofadualagenttoany principalwithrespect toconfidentialinformation other than price.

2079.22.Nothinginthis articleprecludesalistingagent fromalsobeingasellingagent,andthe combinationofthesefunctionsinone agent does not, of itself, make that a dual agent.

2079.23.(a)Acontractbetweentheprincipaland agent maybe modified or alteredto changethe agencyrelationshipat anytimebefore the performance of the act which is the object of the agency with the written consent of the parties tothe agency relationship.

(b)Alenderoran auctioncompanyretainedbyalendertocontrolaspectsof atransaction ofrealpropertysubject tothispart,including validating the sales price, shall notrequire, asa condition of receiving the lender’s approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liabilityalleged to result from the actions of the lender or auction company.Anyclause,provision, covenant,oragreementpurportingtoimposean obligation todefendorindemnifya lenderoran auction company in violation of this subdivision is against public policy, void, and unenforceable.

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ExhibitC-

2079.24.Nothing in this articleshall be construed toeither diminish the dutyof disclosure owed buyers and sellers by agents and their associatelicensees,subagents,andemployeesorto relieveagentsandtheirassociate licensees, subagents, and employeesfromliability for their conduct in connection with acts governed by thisarticle or for any breach of a fiduciary duty or a duty of disclosure.

CIVILCODESECTION2079.17DISCLOSURE

EachoftheListing/SellingAgent(s)identifiedbelow istheagentoftheseller/landlord exclusively.SuchAgentisNOTanagentof the buyer/tenant.

Listing Agent(s) / Selling Agent(s): JeffreyM.Reese,CarmenTworkand

SouthCoastPlaza,acorporation

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