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BMDV-54329\2564048.1 1 <br />THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT <br />Town Hall Square <br />THIS THIRD AMENDMENT to Purchase and Sale Agreement (this <br />Amendment January 31, 2022 Amendment Date <br />among the Successor Agency to the Redevelopment Agency of the City of San Leandro, <br />Agency <br />City Buyer <br />amends that certain Purchase and Sale Agreement dated December 7, 2017 (the <br />Agreement <br />First <br />Amendment , and amended again by the Second Amendment to Purchase and Sale <br />Agreement dated January 31, 2020 Second Amendment . City, Agency and Buyer <br />Parties Party <br />Capitalized terms used without definition herein have the meaning ascribed to such terms <br />in the Agreement. <br />RECITALS <br />A. Subject to the terms and conditions set forth in the Agreement, Buyer has <br />agreed to buy the City Property and the Agency Property for development of a project. <br />B. Pursuant to Section 5.2(a) of the Agreement, Buyer had twelve (12) months <br />from the Opening of Escrow to conduct due diligence, the foregoing being the Due <br />Diligence Contingency Period. The Agreement provided that the Due Diligence <br />Contingency Period could be extended for up to five additional twelve-month Extension <br />Periods, to as late as December 7, 2023, with the close of escrow required to occur within <br />ninety (90) days thereafter. <br />C. Pursuant to Section 2 of the First Amendment, the Parties extended the Due <br />Diligence Contingency Period to January 31, 2020 in order to provide additional time for <br />Buyer to complete physical inspections of the Property and to negotiate for the purchase <br />of adjacent property. <br />D. Pursuant to Section 3 of the First Amendment, Buyer provided the <br />Additional Deposit required under Section 5.1 of the Agreement in consideration of the <br />City and Agency extending the Due Diligence Contingency Period. <br />E. Pursuant to Section 4 of the First Amendment, the Parties revised a <br />provision such that the Buyer had only four (4) twelve-month Extension Periods with <br />respect to the timing for the Closing. <br />F. Pursuant to Section 2 of the Second Amendment, the Parties further <br />extended the Due Diligence Contingency Period to January 31, 2021 in order to provide <br />additional time for Buyer to complete physical inspections of the Property and to negotiate <br />for the purchase of adjacent property.