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<br />ORIGfNAL
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<br />AGREEMENT OF SALE AND PURCHASE
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<br />THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is dated for
<br />reference purposes as of April 16, 2009, by and between LONESTAR CALIFORNIA, INC., a
<br />Delaware corporation ("Seller"), and THE CITY OF REDWOOD CITY, a charter city and
<br />municipal corporation of the State of California ("Buyer").
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<br />1. Sale. Seller will grant and convey to Buyer, by grant deed, title to the land
<br />described in subparagraph A below, and all easements, oil and gas rights, water, water rights, air
<br />rights, development rights and privileges appurtenant thereto, and mineral rights to the extent
<br />that such rights are held by Seller, and with the appurtenances and the buildings and
<br />improvements on the land, if any (collectively the "Real Estate"). Title to the Real Estate will be
<br />good and indefeasible and will be free and clear of all encumbrances, except as provided in
<br />Section 13. Title to the Real Estate will be insurable at regular rates by the Title Company (as
<br />defined in Section 7).
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<br />A. The Real Estate includes the parcel of land, containing approximately 9.563 acres
<br />and located in San Mateo County, California, and described in the map attached as Exhibit A
<br />attached hereto, and commonly known as 1402 - 1450 Maple Street, Redwood City, CA, and
<br />with San Mateo County Assessors Parcel Numbers 052-392-160, 052-392-170, 052-392-550,
<br />052-392-560 (the "Land"). The Land is further described on Exhibit B.
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<br />B. The sale and purchase will include the transfer of items attached to the land, free
<br />and clear of all encumbrances to the extent that there are any items attached to the Real Estate.
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<br />C. The Real Estate and the items in subparagraph B above are called "Property" in
<br />this Agreement.
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<br />2. Purchase. Seller agrees to sell, and Buyer agrees to purchase, the Property for a
<br />purchase price of Four Million Four Hundred Fifty Thousand Dollars ($4,450,000) (the
<br />"Purchase Price"), payable as follows:
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<br />A. Earnest Money: No later than two (2) business days after the execution of this
<br />Agreement by Buyer and Seller, Buyer shall deposit the sum of Five Hundred Dollars ($500) as
<br />its initial deposit (the "Non-Refundable Deposit") in an escrow ("Escrow") with Fidelity
<br />National Title Company, 570 EI Camino Real, Suite 240, Redwood City, CA 94063, Attention:
<br />Michele Piazza, telephone (650) 482-5151 ("Escrow Holder"). The Non-Refundable Deposit
<br />shall constitute good and adequate consideration for Seller's execution and delivery of this
<br />Agreement, shall be released to Seller immediately upon its deposit into the Escrow, and shall be
<br />non-refundable to Buyer. In addition, concurrent with the making of the Non-Refundable
<br />Deposit, Buyer shall deposit into Escrow the sum of One Hundred Thousand Dollars ($100,000)
<br />(the "Earnest Money"). The Earnest Money shall remain in Escrow until the Closing, and all
<br />interest accrued thereon while in Escrow shall be applied against the Purchase Price at Closing.
<br />The Earnest Money made by Buyer and the interest that accrues thereon while in Escrow are
<br />collectively referred to as the "Deposit."
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<br />Redwood PSA FINAL EXECUTION 4.16.09 v.14
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