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ATTACHMENT 13 CONVERSION COMMITTEE AGREEMENT (Vineyard Mobile Villas) February 21, 2008 THIS CONVERSION COMMITTEE AGREEMENT (Vineyard Mobile Villas) "Agreement is entered into in connection with the conversion to resident ownership "Conversion of the Vineyard Mobile Villas "Park Daniel and Susan Guggenheim Trust U.T.D. April 1, 1992 "Park Owner and the undersigned resident of the Park "Resident hereby agree to the following: 1. Fifteen Percent (15 Discount. If Resident signs and delivers to the management company for the Park "Park Manager a deposit receipt/sales contract and related escrow instructions (collectively, "Purchase Documents within ninety (90) days "90- day Period after delivery to the Resident of the California Department of Real Estate "Final Public Report" pertaining to the sale of condominium interests in the Park, then the purchase price "Purchase Price payable by the Resident for the space occupied by the Resident's mobilehome located in the Park "Space shall be equal to a fifteen percent (15 discount off of the appraised fair market value of the Space "15% Discount so long as (i) a majority of the residents of the Park support the Conversion, and (ii) the Resident participates as an active member of the Conversion Committee as specified under paragraph 4 hereof. Notwithstanding the foregoing, application of the 15% Discount shall be contingent upon Resident's compliance with Resident's obligations under the Purchase Documents and the close of escrow regarding Resident's purchase of the Space. 2. Owner Financing. If the Resident has delivered the Purchase Documents to the Park Manager within the 90 -day Period, in addition to the 15% Discount, the Park Owner will provide Resident with seller financing of up to $50,000 toward payment of the Purchase Price, so long as (i) a majority of the residents of the Park support the Conversion, and (ii) the Resident participates as an active member of the Conversion Committee as specified under paragraph 4 hereof. Such seller financing will be fully due and payable on the earlier of 10 years from the date of the note, upon the sale, transfer, lease or encumbrance of the Space without Park Owner's prior consent, when the Resident ceases to occupy the Space as Resident's principal residence, or when the Resident defaults under the terms of the seller financing. The principal amount of the seller financing will accrue interest at below market rates as determined by Park Owner in its sole discretion. 3. Non -Lower Income Rent Increase Protections. If the Resident is a non -lower income permanent resident of the Park and elects to rent after the Conversion or fails to deliver Purchase Documents to the Park Owner within the 90 -day Period, provided the requirements set forth under clauses (i) and (ii) under paragraph 1 above continue to be satisfied, then Resident's monthly base rent payments shall continue to be governed by the terms of the rent stabilization agreement in effect as of the delivery date of the "Final Public Report" until the date Resident no longer occupies the Space. To the extent the rent stabilization agreement is not in effect as of the delivery date of the "Final Public [DMM: sf /153683_1.DOC/022108/4640.00I] 1