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Developer pursuant to which LifeMoves will grant to Developer (i) a right to repurchase <br />the Property in the event that, during the period of twenty (20) years from the date of this <br />Agreement, either (a) LifeMoves voluntarily files a petition in bankruptcy; (b) a petition in <br />bankruptcy is filed against LifeMoves and such involuntary petition is not dismissed within <br />sixty (60) days of the date of filing; or (c) LifeMoves defaults in the performance of its <br />obligations under this Agreement or its obligations under that certain Regulatory <br />Agreement executed by LifeMoves in favor of the County of San Mateo, dated <br />, 2017 and to be recorded concurrently herewith (the "Regulatory Agreement") <br />and fails to cure such default, and (ii) a right of first refusal to purchase the Property in <br />the event that, during the period of twenty (20) years from the date of this Agreement, <br />LifeMoves elects to sell, transfer or otherwise convey the Property to an unaffiliated third <br />party during such twenty (20) year period. <br />G. Concurrently with effectiveness of this Agreement, LifeMoves has entered <br />into a Right to Purchase/Right of First Refusal (the "County Right to Purchase") with the <br />County of San Mateo, pursuant to which LifeMoves will grant to the County of San Mateo <br />(i) a right to purchase the Property in the event that, during the period of twenty (20) years <br />from the date of this Agreement, either (a) LifeMoves voluntarily files a petition in <br />bankruptcy; (b) a petition in bankruptcy is filed against LifeMoves, such involuntary <br />petition is not dismissed within sixty (60) days of the date of filing, and Developer does <br />not elect to exercise its right to repurchase under the MidPen Right to Repurchase; or (c) <br />LifeMoves defaults in the performance of its obligations under this Agreement or the <br />Regulatory Agreement and fails to cure such default, and, for each of (a) through (c), <br />Developer does not elect to exercise its right of repurchase under the MidPen Right to <br />Repurchase, and (ii) a right of first refusal to purchase the Property in the event that, <br />during the period of twenty (20) years from the date of this Agreement, LifeMoves elects <br />to sell, transfer or otherwise convey the Property to an unaffiliated third party during such <br />twenty (20) year period, and Developer does not elect to exercise its right of first refusal <br />to purchase the Property under the MidPen Right to Repurchase. <br />NOW, THEREFORE, for good and valuable consideration, LifeMoves and City <br />agree as follows: <br />Article I Recitals: Caoitalized Terms and Definitions <br />1.1 Recitals. The recitals set forth above are true and correct and incorporated <br />herein by this reference. <br />1.2 Capitalized Terms and Definitions. For purposes of this Agreement, the <br />following terms shall have the meaning set forth below: <br />Property — shall have the meaning set forth in Recital A above. <br />Transitional Housing — shall mean a project that is provides interim housing <br />and supportive services to homeless persons to facilitate movement to <br />independent living. <br />Page 2 of 15 <br />ATTY/AGR/2017.092/MIDPEN — LIVEMOVES — REDWOOD FAMILY HOUSE <br />REV: 06-06-1715 <br />