Purch Sale Agmt Sansome Pacific Amdt 3

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THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of December 'JJ, 2019 (this "Third Amendment") is made and entered into by and between the City of San Leandro, a California charter city (the "City" or "Seller"), and Sansome Pacific Properties, Inc., a California corporation ("Buyer"). Seller and Buyer are collectively referred to herein as the "Parties." WHEREAS, Seller and Buyer have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated May 17, 2016 (the "Agreement"), with respect to that certain real property located in the City of San Leandro at 1188 E. 14th Street, known as Alameda County Assessor's Parcel No. 077-0447-007-01 and or particularly described in Exhibit A attached to and incorporated in the Agreement (the "Property"). WHEREAS, Seller and Buyer have entered into that certain First Amendment to the Agreement, dated April 20, 2018 (the "First Amendment"). WHEREAS, Seller and Buye have entered into that certain Second Amendment to the Agreement, dated August 29, 2019 (the "Second Amendment"). WHEREAS, Seller and Buyer wish to amend the Agreement, as previously amended by the First Amendment and the Second Amendment, in order to provide for an additional extension of the Entitlements Contingency Date and to provide that building permit approvals are required by the Entitlements Contingency Date as provided below. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, Seller and Buyer agree as follows: 1. The foregoing recitals are incorporated by reference herein. 2. Section 5 .2(b ). The second sentence of the first paragraph of Section 5 .2(b) is hereby deleted and replaced with the following (addition italicized and underlined for reference): All such approvals including any zoning change approvals, zoning variance approvals, Engineering and Transportation Department approvals, parcel, plat or other map approvals (including, without limitation, all lot line adjustments and/or mergers in connection therewith), building permit approvals, and other land use entitlements (including, without limitation, any Easement and Restriction Agreements, Declarations of Restrictive Covenents, and/or Covenants, Conditions and Restrictions, or the like) necessary or desirable for the construction and operation of the Project shall be collectively referred to in this Agreement as "Approvals," or, individually, as an "Approval," and the contingency contained in this Section 5.2(b) shall be referred to in this Agreement as the "Entitlements Contingency." 3. Section 3.3. Section 3.3 of the Agreement, as previously amended by the Second Amendment, is hereby deleted and replaced with the following (addition italicized and underlined for reference):