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L &J DRAFT 43 11/29/11 000 CITY OF SAN LEANDRO 2012 TAXABLE PENSION OBLIGATION BONDS BOND PURCHASE AGREEMENT 1 2012 City of San Leandro City Hall 835 East 14th Street San Leandro, California 94577 Ladies and Gentlemen: Morgan Keegan & Company, Inc. (the Representative "), on its own behalf and on behalf of Wedbush Securities Inc. (each, an "Underwriter, " and referred to with the Representative as, the "Underwriters ") offer to enter into this Bond Purchase Agreement (the `Purchase Agreement ") with the City of San Leandro (the "City "), which, upon acceptance by the City will be binding upon the City and the Underwriters. This offer is made subject to acceptance of this Purchase Agreement by the City on or before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to such acceptance. Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the meanings given to such terms as set forth in the Indenture, dated as of 1, 2012 (the Indenture "), by and between the City and U.S. Bank National Association, as trustee (the "Trustee Section 1. Purchase and Sale Upon the terms and conditions and upon the basis of the representations set forth in this Purchase Agreement, the Underwriters agree to purchase from the City, as principal and not as agent, and the City agrees to sell and deliver to the Underwriters, as principal and not as agent, all (but not less than all) of the $ ,000 aggregate principal amount of the City of San Leandro 2012 Taxable Pension Obligation Bonds (the "Bonds "). The Bonds shall be dated the date of delivery and shall have the maturities, bear interest at the rates per annum, have the yields and be subject to mandatory sinking fund redemption all as set forth on Schedule I attached hereto. The purchase price for the Bonds shall be $ (calculated as the principal amount of the Bonds, less an Underwriters' discount in the amount of $ and [plus / less] a net original issue [premium / discount] in the amount of $ Section 2. The Bonds The Bonds shall be as described in, secured under and issued pursuant to the Indenture and Articles 10 and I I of Chapter 3 of Part I of Division 2 of Title 5 of the California Government Code, commencing with Section 53570 of said Code (the "Bond Law"). 11022 \bpa -3