Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 10 of 82 employees, representatives, and independent contractors shall be entitled, at Buyer's sole cost and expense, to (i) enter onto the Property during normal business hours to perform any inspections, investigations, studies and tests of the Property that Buyer deems prudent, including, without limitation, physical, structural, mechanical, architectural, engineering, soils, geotechnical, environmental, and asbestos tests and pest investigations (collectively, “Tests and Inspections”); (ii) cause an environmental assessment of the Property to be performed; (iii) review, examine and copy any Property Documents; (iv) interview the persons responsible for the management of the Property, including, without limitation, Seller's property manager ("Manager") and its employees. Notwithstanding the above, Buyer shall not have any right to enter into occupied apartments within the Property without the express written consent of Seller and only upon providing Seller with sufficient notice such that Seller can provide any occupants appropriate notice as required by law. After making any such Tests and Inspections, Buyer shall promptly restore the Property to its condition prior to such Tests and Inspections. Buyer shall indemnify and hold harmless Seller from any and all losses, costs and expenses (including reasonable attorneys' fees) incurred, suffered by, or claimed against Seller by reason of any damage to the Property or injury to persons caused by Buyer and/or its agents, employees or contractors in performing any such Test and Inspections. Buyer’s obligations above shall survive the termination of this Agreement. Notwithstanding the foregoing, in no event shall Buyer be liable to Seller for the discovery during the conduct of any Tests and Inspections of any Hazardous Materials (as defined below) or any other pre-existing condition or for any diminution in the market value of the Property resulting from the information disclosed by any Tests and Inspections. 4.3. Contingency Period. Buyer, in Buyer's sole and absolute discretion, shall approve or disapprove the Property, including the condition of the Property and the feasibility of Buyer's intended development of the Property, during the period beginning on the Execution Date and ending at 5:00 p.m. (California time) on the date that is ninety (90) days after the Execution Date (such period, the "Contingency Period"). On or before expiration of the Contingency Period, Buyer shall deliver written notice to Seller stating whether or not Buyer elects to terminate this Agreement. Buyer shall have the right to terminate this Agreement during the Contingency Period for any reason or for no reason. Buyer's failure to deliver such notice shall be deemed Buyer's election to terminate this Agreement. If Seller fails to deliver the Property Documents within ten (10) days after the Execution Date, the Contingency Period shall be extended by one (1) day for each day after such ten (10)-day period until Seller has delivered to Buyer all of the Property Documents. If Buyer elects (or is deemed to have elected) to terminate this Agreement, (i) the Deposit shall be returned to Buyer immediately upon the written request of Buyer to Title Company, (ii) the parties shall equally share any cancellation charges of the Title Company ("Cancellation Charges"), and (iii) this Agreement shall automatically terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement. Notwithstanding the above, if Buyer elects or is deemed to have elected to terminate this Agreement after Seller has commenced relocation of the existing Relocation Tenants, Buyer shall continue to be responsible for the payment of the Relocation Costs and Consultant Costs necessary to complete such relocation in accordance with Section 3.2.2. If Buyer elects to acquire to the Property pursuant to this Section 4.3, this Agreement shall remain in full force and effect and the Deposit shall be retained in Escrow and applied as provided in this Agreement.