8N Consent 2008 0902 - Laserfiche WebLink

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Agreement attached hereto as Exhibit D (the "Purchase Agreement"). The Option is personal to Agency and may not be transferred, assigned or hypothecated without Lessor's consent; provided however, Lessor hereby consents to the Assignment of the Option to the City of San Leandro at the election of Agency. 4.2 Exercise of Option. Subject to Section 4.2.1, Agency may exercise the Option at any time during the Term of this Lease (as such may be extended pursuant to Section 2.3) by giving the Lessor written notice of Agency's intent to exercise substantially the form attached hereto as Exhibit B ("Exercise Notice"). 4.2.1 Conditions to Exercise of Option. Agency may exercise the Option upon the earlier of (i) the issuance of a certificate of occupancy for the Garage; or (ii) the expiration of the Term of this Lease. 4.3 Closin>; Procedures. Within five (5) business days following Agency's delivery of the Exercise Notice, Agency and Lessor shall each deposit into escrow two (2) executed counterpart copies of the Purchase Agreement, with the date of the Purchase Agreement completed by insertion of the date on which the Exercise Notice is given. The date for close of escrow for the purchase of the Property ("Closing Date") shall be no later than sixty (60) days after the date of the Exercise Notice unless the parties agree to an extension of such date. Lessor's failure to execute and deliver a copy of the Purchase Agreement in accordance with this Section shall not affect the validity of the Purchase Agreement. The Purchase Agreement shall be immediately effective and binding on both Lessor and Agency without further execution by the parties, upon receipt by Lessor of the Exercise Notice. 4.4 Purchase Price. In exchange for the conveyance of the Property to Agency, Agency agrees to convey fee title to the Office Condominium to Lessor; provided however, if Agency is unable to convey title to the Office Condominium to Lessor for any reason, including without limitation, Agency's failure to construct the Garage, then on the Closing Date, Agency shall pay to Lessor the surn of Seven Hundred Thousand Dollars ($700,000) as payment in full for the purchase price of the Property, compensation to Lessor for the loss of the improvements on the Property, and settlement in full for all claims, known or unknown, that Lessor may have with respect to Agency's failure to deliver the Office Condominium to Lessor. 4.5 Title Conditions. Attached hereto as Exhibit C is a Preliminary Report #815-1159 issued by Placer Title Company as of August 21, 20 (the "Report"). Agency hereby approves the following exceptions in the Report: Schedule B -Exceptions 1 through 6. If the Agency exercises the Option, title to the Property shall be conveyed to Agency subject only to the title exceptions specifically approved in this Section. Notwithstanding anything to the contrary herein, Lessor shall convey title free and clear of all monetary liens or encumbrances. Lessor agrees that during the Term of this Lease, Lessor will not create or permit any lien or encumbrance affecting the Property without the prior written consent of Agency. 1137220-3 4