Agmt19 YMCA of Silicon Valley Purchase and Sale -

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ARTICLE 2. PURCHASE PRICE. 2.1 Amount. The purchase price (the "Purchase Price") for the Property shall be SEVEN MILLION THREE HUNDRED EIGHT -FOUR THOUSAND DOLLARS ($7,384,000.00) which shall be adjusted as follows: Beginning on January 1, 2021, and on each January 1 thereafter during the term of this Agreement, the Purchase Price shall be increased based on the percentage increase in single-family home sales prices in the prior 12 months, as such data is compiled by the San Mateo County Association of Realtors (SAMCAR) and presented on its website (https://www.samcar.org/market-data.htm); provided however, that in no event shall the annual increase in the Purchase Price be less than Four Percent (4%) or greater than Seven Percent (7%). 2.2 Deposit/Purchase Price. Within Ten (10) business days after the Effective Date, Buyer shall deposit ONE THOUSAND DOLLARS ($1,000) into Escrow (as defined below) into an interest-bearing account on behalf of Buyer (the "Deposit"). The Deposit shall be refundable to Buyer if this Agreement is terminated under the provisions of Section 9.6 (Default, Termination and Remedies) hereof. If the Closing of the transaction contemplated by this Agreement occurs, the Deposit shall be disbursed to Seller and applied to the Purchase Price at Closing. The failure of Buyer to make the Deposit within the time frame specified in this Section shall be material breach of this Agreement and Seller may terminate the Agreement. Buyer shall pay the Purchase Price to Seller through escrow at the Closing described in Section 9.5 (Buyer's Deposit of Documents and Funds). On or before the Closing Date (as defined in Section 9.1 (Time)), Buyer shall deposit into Escrow the Purchase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs, described below. The Deposit and Purchase Price shall be made by wire transfer of federal funds, cashier's check or in another immediately available form. ARTICLE 3. DUE DILIGENCE. 3.1 Due Diligence Period; Inspection and Access. 3.1.1 Due Diligence Period. The "Due Diligence Period" means the period beginning the later of (a) the Effective Date, or (b) the date on which Buyer has received all of the Due Diligence Documents (defined in Section 3.2) from Seller and ending at 5:00 p.m. on the date Six (6) months later. 3.1.2 Access to Information and the Propert . Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation ("Due Diligence Investigation") may include, at Buyer's option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical, electrical, HVAC and other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property, including the building, structural system and roof inspection; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. In addition to the Due Diligence Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records maintained by ATTY/AGR/2019.316.1 / YMCA — PURCHASE AND SALE AGREEMENT Page 2 of 27