282-22 Exhibit - HCP - West Orange - Pre-closing Access Agreement Execution (Dated 10_26_22).pdf

8567849 v1 #13423370.1 #13443682.1 Trenk Isabel, P.C. Attention: Richard Trenk, Esq. 290 W. Mt. Pleasant Ave., Suite 2350 Livingston, New Jersey 07039 Email: rtrenk@trenkisabel.law and: Wilentz, Goldman & Spitzer, P.A. Attention: Carmella Seslar 90 Woodbridge Center Drive Suite 900, Box 10 Woodbridge, New Jersey 07095 Email: rbeckelman@wilentz.com If to Entrant: Hackman Capital Partners, LLC 4060 Ince Boulevard Culver City, California 90232 Attn: Brent Iloulian, General Counsel and Managing Principal Phone: (310) 943-8742 Fax: (310) 473-8827 E-mail: biloulian@hackmancapital.com with a copy to: Cecilia I. Lassiter, Esq. Sills Cummis & Gross P.C. One Riverfront Plaza Newark, NJ 07102 classiter@sillscummis.com and Gibson, Dunn & Crutcher LLP 2029 Century Park East, Suite 4000 Los Angeles, California 90067 Attention: Stuart A. Graiwer, Esq. Phone: (310) 551-8718 Fax: 310-552-7028 E-mail: SGraiwer@gibsondunn.com:

8567849 v1 #13423370.1 #13443682.1 Notices given by (i) overnight delivery service as aforesaid shall be deemed received and effective on the first Business Day following such dispatch and (ii) e-mail as aforesaid (including but not limited to sending a copy of the e-mail via overnight courier) shall be deemed given at the time and on the date of the e-mail provided same is sent prior to 4:00 p.m. (Eastern Time) on a Business Day (if sent later, then notice shall be deemed given on the next Business Day). Notices may be given by counsel for the parties described above, and such notices shall be deemed given by said party for all purposes hereunder. 12. Termination. (a) Owner shall have the right to terminate this Agreement, with or without cause, and without any liability to Entrant, upon written notice to Entrant following the termination of negotiations for the potential purchase of the Premises by Entrant or its affiliate. (b) This Agreement and the right of access shall automatically terminate on the earliest of: (a) the date that is forty-five (45) days after the date hereof; (b) the date of the parties’ mutual execution and delivery of a purchase agreement for the Premises; and (c) the date of Owner’s delivery of a written notice to Entrant terminating this Agreement. 13. Survival. Except as otherwise expressly set forth herein, the obligations imposed upon Entrant shall survive the expiration or earlier termination of this Agreement for a period of one (1) year. 14. Cumulative Rights. Nothing contained herein shall constitute a waiver of any rights that Owner may have against Entrant. 15. Choice of Law. This Agreement shall be governed by the laws of the State of New Jersey. The parties acknowledge that this Agreement has been executed and delivered in the State of New Jersey, and the parties submit to the jurisdiction of the courts of the State of New Jersey. 16. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No change, addition or modification to this Agreement shall be effective unless signed in writing by all parties. 17. Prohibition on Assignment. Entrant and the Permitted Parties shall not assign any rights or delegate any responsibility imposed under this Agreement. 18. References. In all references in this Agreement to any parties, persons,

Entrant and the Permitted Parties shall not assign any rights or delegate any responsibility imposed under this Agreement. 18. References. In all references in this Agreement to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender and number as the text of this Agreement may require. 19. Binding Nature. This Agreement shall be binding upon Entrant, its successors and permitted assigns, and shall inure to the benefit of Owner, its successors and assigns.

8567849 v1 #13423370.1 #13443682.1 20. Counterparts. This Agreement may be executed in multiple counterparts, each of which, when assembled to include a signature for each party contemplated to sign this Agreement, will constitute a complete and fully executed agreement. All such fully executed counterparts will collectively constitute a single agreement. The delivery of an executed counterpart of this Agreement via electronic means, such as e-mail, shall be as legally binding on the party so delivering same as the delivery of a counterpart bearing an original signature. 21. Prohibition on Recordation. Entrant shall not record this Agreement. 22. Exculpation. Neither the direct or indirect members, managers, employees or agents of Owner or Entrant, nor the shareholders, officers, directors, employees or agents of any of them shall be liable under this Agreement and all parties hereto shall look solely to the assets of Owner or Entrant, as applicable, for the payment of any claim or the performance of any obligation by Owner or Entrant, as the case may be. [Remainder of page left blank intentionally. Signature page follows.]

8567849 v1 #13423370.1 #13443682.1 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above. OWNER: TOWNSHIP OF WEST ORANGE a body corporate and politic of the State of New Jersey By: ________________________ Name: John O. Gross Title: Business Administrator [Signatures continue on the following page.]

8567849 v1 #13423370.1 #13443682.1 ENTRANT: HACKMAN CAPITAL ACQUISITION COMPANY, LLC a Delaware limited liability company By: ___________________________ Name: _____________________ Title: Authorized Signatory

8567849 v1 #13423370.1 #13443682.1 SCHEDULE 1 DEFINED TERMS “Activities” has the meaning ascribed to such term in Section 3 of this Agreement. “Agreement” has the meaning ascribed to such term in the heading. “Business Day” means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close. “Confidential Information” has the meaning ascribed to such term in Section 10 of this Agreement. “Entrant” has the meaning ascribed to such term in the heading of this Agreement. “Environmental Laws” mean all applicable federal, state and local laws, ordinances, rules, regulations, codes or orders, including, without limitation, any requirement imposed under any permits, licenses, judgments, decrees, agreements or recorded covenants, conditions, restrictions or easements, the purpose of which is to protect the environment, human health, public safety or welfare, or which pertain to Hazardous Materials. “Governmental Authority” means the federal, state, county or municipal government, and any department, agency, bureau or other similar type body obtaining authority therefrom or created pursuant to any Environmental Laws and having jurisdiction over the Premises. “Hazardous Materials” means any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, processing, treatment, storage, disposal, transportation, spill, or release is regulated, monitored, or subject to reporting by any governmental authority, including, but not limited to, hydrocarbons, petroleum, gasoline, asbestos containing materials, crude oil or any products or byproducts thereof. “Owner” has the meaning ascribed to such term in the heading of this Agreement. “Owner Parties” means, collectively, (1) Owner; (2) Owner’s property manager (if any); (3) any direct or indirect owner of any beneficial interest in Owner; and (4) any officer, director, employee, representative or agent of Owner, Owner’s property manager, or any direct or indirect owner of any beneficial interest in Owner. “Parties” has the meaning ascribed to such term in the heading of this Agreement. “Permitted Parties” has the meaning ascribed to such term in the recitals of this Agreement.

8567849 v1 #13423370.1 #13443682.1 “Premises” has the meaning ascribed to such term in the recitals of this Agreement. 105732318.5