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Stradling Yocca Carlson & Rauth Draft of 10/10/18 <br />1 <br />SAN LEANDRO PUBLIC FINANCING AUTHORITY <br />2018 LEASE REVENUE BONDS <br /> BOND PURCHASE AGREEMENT <br />__________, 2018 <br />San Leandro Public Financing Authority <br />c/of City of San Leandro <br />835 E. 14th Street <br />San Leandro, California 94577 Attention: Executive Director <br />City of San Leandro <br />835 E. 14th Street <br />San Leandro, California 94577 Attention: City Manager <br />Ladies and Gentlemen: <br />The undersigned, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), acting not <br />as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase <br />Agreement (which, together with Exhibit A and Exhibit B, is referred to as the “Purchase Agreement”) with the San Leandro Public Financing Authority (the “Authority”) and the City of San <br />Leandro, California (the “City”), which, upon the acceptance of the Authority and the City, will be <br />binding upon the Authority, the City and the Underwriter. This offer is made subject to acceptance <br />by the Authority and by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., Pacific Standard Time, on the date hereof, and, if not so <br />accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority <br />and the City at any time prior to the acceptance hereof by the Authority and the City. Capitalized <br />terms used herein and not otherwise defined shall have the meanings set forth in the Indenture of Trust, dated as of December 1, 2016, as supplemented and amended pursuant to a First Supplemental Indenture of Trust, dated as of December 1, 2018 (together, the “Indenture”), each by and between <br />the Authority and U.S. Bank National Association, as trustee (the “Trustee”). <br />Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the <br />representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the San Leandro Public Financing Authority 2018 Lease <br />Revenue Bonds in the aggregate principal amount of $___________ (the “Bonds”). The Bonds will <br />be dated as of their date of delivery. Interest on the Bonds shall be payable semiannually on May 1 and November 1 in each year, commencing May 1, 2019 and will mature, bear interest and be subject to redemption prior to maturity as set forth in Exhibit A hereto. The purchase price for the Bonds <br />shall be equal to $___________ (being the aggregate principal amount thereof [plus][minus] a [net] <br />original issue [premium][discount] of $___________, less an underwriter’s discount of <br />$___________). <br />Section 2. The Bonds. The Bonds shall be secured by a pledge of Revenues consisting <br />primarily of Lease Payments (“Lease Payments”) to be paid by the City pursuant to the Lease