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2 Exchange Act of 1934, as amended); (iii) the Underwriter hasnot assumed an advisory or fiduciary responsibility in favor of the Agencywith respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter hasprovided other services or iscurrently providing other services to the Agencyon other matters); and (iv) the Agencyhas consulted its own legal, financial and other advisors to the extent it has deemed appropriate. 2.Description of the Bonds. The Bonds shall be issued and sold to the Underwriter pursuant to an Indentureof Trust, dated as of ________ 1, 2014(the “Indenture”), by and between the Agency and U.S. Bank National Associationas trustee (the “Trustee”), the Constitution and the laws of the State of California, including Article11 (commencing with Section 53580 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Bond Law”) and Parts1.8 and 1.85 of Division 24 of the Health and Safety Code of the State of California (as amended from time to time, the “Dissolution Act”),a resolution of the Agency adopted on ________, 2014(the “Agency Resolution”), and aresolution of the Oversight Board of the Agency (the “Oversight Board”) adopted on ________, 2014(the “Oversight Board Resolution”). The Bonds shall be as described in the Indenture and the Official Statement, as defined herein, relating to the Bonds. The Bonds are being issued to refund all ofthe(i)Redevelopment Agency of the City of San Leandro Plaza Redevelopment Project Tax Allocation Bonds, Series 2002, in the remaining principal amount of $__________(the “2002Bonds”), and (ii)Redevelopment Agency of the City of San Leandro West San Leandro/MacArthur Boulevard Project Tax Allocation Bonds, Series 2004, in the remaining principal amount of $__________ (the “2004Bonds” and, together with the 2002 Bonds, the “Refunded Bonds”). In connection with such refunding, the Agency, as successor to the Redevelopment Agency of the City of San Leandro, will issue (x) the Irrevocable Refunding Instructions to U.S. Bank National Association, as trustee of the 2002 Bonds (the “2002 Refunding Instructions”) and (y) theIrrevocable RefundingInstructions to U.S. Bank National Association, as trustee of the 2004Bonds (the “2004Refunding Instructions”and, together with the 2002 Refunding Instructions, the “Refunding Instructions”). 3.Public Offering. The Underwriteragreesto make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on AppendixA attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reservestheright to change the public offering prices (or yields) as they deem necessary in connection with the marketing of the Bonds, provided that the Underwritershall not change the interest rates set forth on AppendixA. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4.Delivery of Official Statement. The Agencyhas delivered or caused to be delivered to the Underwriterprior to the execution of this Purchase Agreement copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement, except for omissions permitted under Rule15c2-12 promulgated under the Securities Exchange Act of 1934 (the “Rule”),is the official statement deemed final by the Agency for purposes of the Rule and approved for distribution by resolution of the Agency. The Agency hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the earlier of: (i)the business day preceding the Closing Date (as defined herein); or (ii)the seventh (7th) business day following the date of this Purchase Agreement:(A)the form of the Official Statementrelating to the Bonds in “designated electronic format” (as defined in Municipal