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Bones Hall Draft 12/14/09 PURCHASE CONTRACT REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO TAXABLE TAX ALLOCATION HOUSING BONDS SERIES 2010 2010 Redevelopment Agency of the City of San Leandro 835 E. 14th St. San Leandro, CA 94577 Ladies and Gentlemen: The undersigned (the `Underwrite>'~ offers to enter into this Purchase Contract (this `Purchase Contracf~ with the Redevelopment Agency of the City of San Leandro (the "Agenc~~ which will be binding upon the Agency and the Underwriter upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by Agency by execution of this Purchase Contract and its delivery to the Underwriter on or before 11:59 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Agency for offering to the public, and the Agency hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ principal amount of the Agenc~s Taxable Tax Allocation Housing Bonds Series 2010 (the`Bonds~, at a purchase price for equal to $ (being the aggregate principal amount thereof less an underwriter's discount of $ and an original issue discount of $ ). 2. Description of the Bonds. The Bonds are being issued under the Redevelopment Law and pursuant to an Indenture of Trust dated as of January 1, 2010 (the`~ndentur~~ by and between the Agency and U.S. Bank National Association, San Francisco, California, as trustee (the "Trusted. The Bonds are also issued pursuant to the California Community Redevelopment Law, constituting Part 1, Division 24 commencing with Section 33000) of the California Health and Safety Code (the `Redevelopment Lave and a resolution of the Agency adopted , 2010. The Bonds shall mature and shall be subject to redemption on the dates and in the amounts and shall bear interest at the rates set forth in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the"Official Statemenf~.