SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release is made and entered into as of the 19 dayof March, 2013 ("Effective Date") by and between Project SEED, LLC, LabHolding LLC, Shaheen Sadeghi (collectively, "Project SEED"), and the City ofPortland, acting by and through the Portland Development Commission and thePortland Development Commission (collectively, "PDC"). Project SEED andPDC are collectively referred to as the "Parties."

DEFINITIONS

As used in this Settlement Agreement and Release:

1. "Centennial Mills" means the 4.75 acre site located at 1362 NW NaitoParkway in Northwest Portland known as Centennial Mills.

2. "Centennial Mills Project" means the potential development of CentennialMills by Project SEED.

3. "Contractor Agreements" means all contracts entered into by ProjectSEED or any of its affiliates, including without limitation, its architects,engineers, and contractors, (such as Meyer Sherer & Rockcastle, LTD)concerning or related to the Centennial Mills Project. A list of allContractor Agreements, agreed to by the Parties, is included in Exhibit 1attached hereto.

4. "kVQrk Product" means all documents, drawings, photographs, models, orother materials, whether electronic, hard-copy, or in other medium,including, but not limited to, CAD drawings, narratives, or designdrawings, generated in connection with the Centennial Mills Projectexcept for any marketing, branding, cultural, or programming itemsdeveloped by Project SEED. A list of all Work Product, agreed to by theParties, is included in Exhibit 1 attached hereto.

RECITALS

1. Whereas, PDC acquired Centennial Mills before 2007;

2. Whereas, pursuant to Grant Agreement number 38555-08 dated May 5,2008 ("Grant 1"), PDC granted to Lab Holding LLC $40,000;

3. Whereas, pursuant to a Memorandum of Understanding dated August 18,2008, as amended (the "MOU"), the Parties explored the potentialdevelopment of Centennial Mills;

4. Whereas, pursuant to Predevelopment Loan Agreement number 38567-08dated September 15, 2008 ("Loan 1") and related PredevelopmentPromissory Note of Borrower ("Note 1"), PDC loaned Project SEED, LLC$170,142.60;

5. Whereas, pursuant to Predevelopment Grant Agreement number 38568-08dated September 15, 2008 ("Grant 2"), PDC granted Project SEED, LLC$170,142.60;

6. Whereas, pursuant to Predevelopment Loan Agreement number 38620-09dated January 25, 2010 ("Loan 2") and related PredevelopmentPromissory Note of Borrower ("Note 2"), PDC loaned Project SEED, LLC$100,000.00;

. Whereas, on November 16, 2011, Project SEED, LLC filed a complaintagainst PDC in the Circuit Court for the State of Oregon, MultnomahCounty, alleging various causes of action, which Project SEED, LLCamended on March 26, 2012, in response to which PDC was poised to filecounterclaims under the loan and grant agreements against Project SEED,LLC (collectively the "Lawsuit");

8. Whereas, the Parties now wish to fully and finally resolve all theirdisputes:

AGREEMENT AND RELEASE

Now, therefore, for good and valuable consideration, the sufficiency of which ishereby acknowledged, the Parties do hereby expressly agree as follows:

1. Payment

Upon receipt of all Work Product and Contractor Agreements as described below,PDC hereby agrees to pay Project SEED Two Hundred Thousand Dollars($200,000.00) (the "Payment").

2. Dismissal

Upon execution and delivery hereof by PDC to Project SEED and receipt of theentire Payment, Project SEED will file a Notice of Voluntary Dismissal WithPrejudice, in the form attached hereto as Exhibit 2, dismissing with prejudice allclaims asserted in Project SEED's Amended Complaint, and with the Partiesbearing their own attorney fees, costs and expenses.

3. Transfer and Assignment of Contractor Agreements and WorkProduct

To the extent permitted by law and the respective agreements, Project SEEDhereby agrees to assign, convey, and transfer, and to cause its affiliates to assign,convey and transfer all their interest, right, title, privilege, benefit, and remediesin, to, and under the Contractor Agreements to PDC.

To the extent permitted by law and the related agreements, Project SEED herebyagrees to assign, convey, and transfer, and to cause its affiliates to assign, conveyand transfer all their interest, right, title, privilege, benefit, and remedies in or tothe Work Product to PDC.

PDC does not assume any of Project SEED's obligations under the ContractorAgreements, including, without limitation, any obligation to pay for the workdone pursuant thereto, provided however, PDC bears sole responsibility to pay forany work that PDC directs to be performed pursuant to the assigned ContractorAgreements.

Project SEED will deliver the Work Product and Contractor Agreements listed inExhibit 1 as item numbers 1-3, 6-8, 11-13, and 16-38 to PDC.

Each party will bear its own costs and expenses incurred in assigning, delivering,transferring, or obtaining Work Product and the Contractor Agreements.

The Parties agree that PDC may contact third parties directly regarding ContractorAgreements or Work Product, or to obtain Work Product directly from those thirdparties.

PDC acknowledges that the Work Product is provided by Project Seed in "As Is""Where Is" condition and acknowledges that neither Project SEED nor itsaffiliates have made any warranty or representation with respect to the accuracy,contents, or condition thereof, the suitability of the Work Product for any purpose,or PDC's or any other party's right to use or rely on the Work Product for anypurpose, all of which warranties and representations are expressly disclaimed.Nothing in this paragraph is intended to limit the assignments made by thisSettlement Agreement or the rights conveyed by those assignments, includingPDC's ability to use and rely on the Work Product to the same extent ProjectSEED could use and rely on that Work Product, provided however, Project SEEDbears no responsibility to ensure that the third parties accept and comply with theassignments provided for herein.

4. Limitation on Public Statements and Non-Disparagement

Aside from the "Press Statement" attached hereto as Exhibit 3:

PDC (including PDC board members) will limit its public statements concerningthe Centennial Mills Project, this Settlement Agreement and Release, ProjectSEED, LLC, Lab Holding LLC, or Mr. Sadeghi to refuting the allegations inProject SEED's Amended Complaint and only in response to specific inquiriesabout those allegations, or to making disclosures required by law, includingdisclosures under ORS 192.420, et seq.

Project SEED will limit its public statements concerning the Centennial MillsProject, this Settlement Agreement and Release and PDC to responding to anypublic statement made by PDC or its affiliates regarding Project SEED, LLC, LabHolding LLC, Mr. Sadeghi, the Centennial Mills Project, the allegations in ProjectSEED's Amended Complaint or this Settlement Agreement and Release(excluding those comments of PDC in the attached Press Statement).

The Parties agree not to engage in any public conduct or communication that isintended to disparage, or that could be objectively and reasonably construed as

3

disparaging the Centennial Mills Project, this Settlement Agreement and Releaseor each other.

5. Mutual Release

5.1 Effective upon dismissal of the Lawsuit, receipt of the entire Paymentand receipt of the Work Product, as described above, the Parties, onbehalf of themselves and their respective present and former agents,employees, officers, directors, commissioners, members, managers,partners, joint venturers, attorneys, insurers, predecessors, successors,and assigns, and each of them absolutely, forever and fully, generallyand specifically release and discharge each of the other Parties andtheir respective present and former agents, employees, officers,directors, commissioners, members, managers, partners, jointventurers, attorneys, insurers, predecessors, successors, and assigns,and each of them, from any and all claims, rights, debts, liabilities,demands, obligations, duties, promises, costs, expenses (including, butnot limited to, attorney fees and costs), liens, subrogation rights,indemnification rights, damages, actions, and causes of action, of anykind whatsoever, whether based upon contract, tort, statute, or anyother legal or equitable theory of recovery, and whether known orunknown, suspected or unsuspected, fixed or contingent, matured orunmatured, which relate to or arise out of the Centennial Mills Project,including, but not limited to those relating to or arising out of theMOU, Loan 1, Loan 2, Note 1, Note 2, Grant 1, Grant 2, theContractor Agreements, the Work Product, and any and all claims(including counterclaims) that were brought, or could have beenbrought, in the Lawsuit, except those arising under this SettlementAgreement and Release.

5.2 Loan 1, Loan 2, Grant 1 and Grant 2 are deemed paid in full. Note 1and Note 2 are hereby cancelled and deemed paid in full. The originalNote 1 and Note 2 shall be delivered to Project SEED at the timePayment is made.

6. No Admission of Liability

This Settlement Agreement and Release pertains to disputed claims and does notconstitute an admission of liability on the part of any of the Parties, all liabilityhaving been denied, at all relevant times, and which continues to be denied.

7. After-Acquired Facts

The Parties expressly agree to assume the risk of possible discovery of additionalor different facts, and the Parties agree that this Settlement Agreement andRelease shall be and remain effective in all respects, regardless of such additionalor different discovered facts, or any change in circumstances.

8. Advice of Counsel

In executing this Settlement Agreement and Release, each Party heretoacknowledges that it has consulted with and had the advice of counsel of its ownchoosing in negotiations for and preparation of this Settlement Agreement andRelease and was fully advised by counsel with respect to all rights which areaffected by this Settlement Agreement and Release. Each Party heretoacknowledges that its counsel played a role in drafting this Settlement Agreementand Release and that this Settlement Agreement and Release shall be construedneutrally as if jointly drafted by all Parties, and shall not be construed in favor ofor against any Party based on the origin of the language used. The language in allparts of this Settlement Agreement and Release shall in all cases be construed as awhole according to its fair meaning and not strictly for or against any of theParties.

9. Choice of Law

This Settlement Agreement and Release is made and entered into in the State ofOregon and shall in all respects be interpreted, enforced, and governed under thelaws of the State of Oregon as if entirely performed within the State or Oregon.Oregon law shall apply without regard to any conflict of laws.

10. Entire Agreement; Modification

This Settlement Agreement and Release is the entire agreement between theParties with respect to the subject matter hereof. It includes all of the terms,promises, and representations made by the Parties, and it supersedes any earlierwritten or oral agreements between the Parties. Modifications to this SettlementAgreement and Release must be made in writing and signed by both Parties.

11. Authority

Each of the Parties represents, warrants, and covenants that it has the power tosettle and release fully and completely all of the Released Claims. The Partieshave not assigned, subrogated, or in any other way transferred to anyone else anyportion of the Released Claims they have or had against each other.

12. Review of Agreement

The Parties certify that they have read all of this Settlement Agreement andRelease and fully understand all of the same.

13. Cooperation in Implementation

The Parties agree to cooperate and diligently perform any further acts, and willexecute and deliver any documents, that from time to time may be reasonablynecessary or otherwise reasonably required to consummate, evidence, confirm,and/or carry out the intent and provisions of this Settlement Agreement andRelease, all without undue delay or expense and without further consideration.

Project SEED, LLC Lab Holding LLC

d e /,t. /3Date: Date:

„14. Counterparts and Facsimile/PDF

This Settlement Agreement and Release may be executed in counterparts and viafacsimile or electronically via .pdf with the same force and effect as if executed inone complete document.

15. Severability

If any clause or provision of this Settlement Agreement and Release is held to beillegal, invalid, or unenforceable under any law applicable to the terms hereof,then the remainder of this Settlement Agreement and Release shall not be affectedthereby.

16. Binding Effect

This Settlement Agreement and Release shall be binding upon and inure to thebenefit of the Parties and their respective representatives, successors, and assigns.

Shaheen Sadeghi

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EXHIBIT 2

IN THE CIRCUIT COURT FOR THE STATE OF OREGON

FOR THE COUNTY OF MULTNOMAH

Case No. 1111-15004

NOTICE OF VOLUNTARYDISMISSAL WITHPREJUDICE

PROJECT SEED, LLC, an Oregonlimited liability company,

Plaintiff,

V.

CITY OF PORTLAND, a municipalcorporation acting by and through thePortland Development Commission, andPORTLAND DEVELOPMENTCOMMISSION,

Defendants.

1 Pursuant to ORCP 54 A(1) Plaintiff hereby voluntarily dismisses this case

2 with prejudice and requests that this Court enter judgment accordingly, with each

3 party to bear its own costs.

2

DATED: March , 2013 Respectfully submitted,

By:3 Renee R. Stineman, OSB # 9946104 rstineman@dunncarn.ey.com5 Brian R. Talcott, OSB #9653716 btalcott@dunncarney.com7 Dunn Carney Allen Higgins & Tongue LLP8 851 SW Sixth Avenue, Suite 15009 Portland OR 97204-1357

10 Phone: 503.224.644011 Fax: 503.224.732412 Attorneys for Plaintiff

13

Page 2—NOTICE OF VOLUNTARY DISMISSAL

CERTIFICATE OF SERVICE

CERTIFICATE OF SERVICE

I hereby certify that on March , 2013 I served a true and correct copy of the foregoingNOTICE OF VOLUNTARY DISMISSAL by:

U.S. Postal Service;

• Facsimile Service

Electronic Mail;

E Arranging for Hand Delivery

111 Federal Express.

addressed to the following named persons at their last-known address stated below:

James T. McDermott, OSB # 933594imcdermott@ballianik.comCiaran P. A. Connelly, OSB #116761cconnelly@balljanik.comBALL JANIK LLP101 SW Main Street, Suite 1100Portland, Oregon 97204503.228.2525 (phone)503.295.1058 (fax)Attorneys for Defendants

DATED: March , 2013 DUNN CARNEY ALLEN HIGGINS & TONGUE

• LLP

EXHIBIT 3

PROPOSED PRESS STATEMENT

The Portland Development Commission announced today that Project SEED, LLC has agreed todismiss the remaining portion of its $1.7 million lawsuit regarding the proposed redevelopmentof the Centennial Mills site. The PDC had prevailed in the Multnomah County Circuit Court,which validated PDC's use of non-binding memoranda of understanding (MOUs). ProjectSEED had planned to appeal the Circuit Court's ruling to the Oregon Court of Appeals. Toavoid the lengthy appellate process and the legal costs associated with it, and to get immediateaccess to all of Project SEED's documents and extensive work product concerning theCentennial Mills site, the PDC has agreed to pay $200,000 to Project SEED.

PDC Executive Director Patrick Quinton said:

"I am pleased that the Court has upheld the validity of PDC's non-binding MOUs andacknowledged our ability to revise a development plan to best serve the citizens of Portland. Iam also pleased that the PDC can avoid an appeal and receive Project SEED's extensive workproduct now. I believe this resolution is in the best interest of Portland's taxpayers. The PDC iseager to move forward with its efforts to redevelop the historic Centennial Mills site."

Project SEED President Shaheen Sadeghi said:

"We still believe in our project concept. However, we are pleased to settle this case as we wouldlike to move forward and concentrate our efforts on our new projects."