RDA Agmt 2004 1040 Davis Partnership LLC

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Partners, agree upon a qualified real estate appraiser to appraise any real property interests and improvements thereon, at the fair market value of such assets at the date of decedent's death. In the event that said parties fail to agree within said period of time, each party shall, at that time, select a qualified real estate appraiser, and within thirty (30) days thereafter, said appraisers shall select a third qualified real estate appraiser, and in the failure of them to do so, the Superior Court of the County of Alameda, State of California, shall select such a third appraiser. The decision of any two (2) of the three (3) appraisers shall be final and binding on all of the parties hereto. The appraisers, as the case may be, shall appraise the real property at its fair market value as of the date of the death of the deceased partner, and the capital account of the deceased Partner shall be increased or decreased to reflect the increase or decrease in the fair market value of such real property and the improvements thereon, as compared to the book value of such property on the date of said decedent's death. The purchase price shall be paid without interest, in four (4) annual installments, beginning six (6) months after the end of the calendar month in which the decedent's death occurred. b) If the surviving Partners do not elect to purchase the interest of the decedent in the Partnership, the Partners shall proceed, with reasonable promptness, to liquidate the business of the Partnership, subject to any residual obligations under the Partnership's agreement with the Redevelopment Agency of the City of San Leandro. The surviving Partners and the estate of the deceased Partner shall share equally in the profits and losses of the business during the period of liquidation, except that the decedent's estate shall not be liable for losses in excess of the decedent's interest in the Partnership at the time of his death. No compensation shall be paid to the surviving Partners or the managing Partner for services in liquidation and distribution of the assets of the Partnership business shall be the same as stated in Paragraph 21 with reference to voluntary termination. 22. ARBITRATION: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the rules then obtaining, or the American Arbitration Association. A judgment upon the award rendered maybe entered in any Court having jurisdiction thereof. 23. CONSENTS AND AGREEMENTS: Any and all consents and agreements provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with"the books of the Partnership. 24. GOODWII.,L: On all accountings provided for in this Agreement, the goodwill of the Partnership business shall. be valued at one dollar ($1.00) and no more. Exhibit E Pg. 6 of 7