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Stradling Yocca Carlson & Rauth <br />Draft of 5/28/14 <br />$__________ <br />SUCCESSOR AGENCY TO THE <br />REDEVELOPMENT AGENCYOF THE CITY OF SAN LEANDRO <br />2014 SUBORDINATE TAXALLOCATION REFUNDINGBONDS <br />BOND PURCHASE AGREEMENT <br />_________, 2014 <br />Successor Agency to the Redevelopment Agency <br /> of the City of San Leandro <br />835 E. 14th Street <br />San Leandro, California 94577 <br />Ladies and Gentlemen: <br />The undersigned, Stifel, Nicolaus & Company, Incorporated(the “Underwriter”), acting in <br />its capacity as a principal and not as an agent or fiduciary, offers to enter into this bond purchase <br />agreement (the “Purchase Agreement”) with the Successor Agency to the Redevelopment Agency of <br />the City of San Leandro(the “Agency”), whichwill be binding upon the Agencyand the Underwriter <br />upon the acceptance hereof by the Agency. This offer is made subject to its acceptance by the <br />Agencyby execution of this Purchase Agreement and its delivery to the Underwriteron or before <br />5:00p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall <br />have the respective meanings given to such terms in the Indenture (as hereinafter defined). <br />1.Purchase and Sale. Upon the terms and conditions and uponthe basis of the <br />representations, warranties and agreements hereinafter set forth, the Agencyhereby agrees to sellto <br />the Underwriter, and the Underwriterhereby agreesto purchase fromthe Agency, all (but not less <br />than all) of the $__________aggregateprincipal amount of the Successor Agency to the <br />Redevelopment Agency of the City of San Leandro2014 SubordinateTax Allocation Refunding <br />Bonds(the “Bonds”), at a purchase price equal to $_____________(being the aggregate principal <br />amount thereof plusan aggregate net original issue premiumof $_____________and less an <br />Underwriter’s discount of $___________). <br />[Concurrently with the issuance of the Bonds, the Agency will purchase a [Municipal Bond <br />Debt Service Reserve Insurance Policy(the “Reserve Surety”) and a] [Municipal Bond Insurance <br />Policy](the “Policy”) to be issued by [Bond Insurer](the “Insurer”). In connection with the Closing <br />(as defined below), the Underwriter agrees to wire $_________to the Insureras an accommodation <br />to the Agency as payment of the premium on the Policyand the Reserve Surety.] <br />The Agencyacknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to <br />this Purchase Agreementis an arm’s-length commercial transaction between the Agencyand the <br />Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures <br />leading up to the consummation of such transaction, the Underwriter isand hasbeen acting solely as <br />principaland isnot acting as a Municipal Advisor(as defined in Section 15B of the Securities