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 19 of 82 7.4. Exclusive Negotiations. Seller shall (i) remove the Property from the market, and (ii) cease and refrain from any and all negotiations with any other prospective optionees or buyers of the Property. 7.5. Service Contracts. Seller shall not enter into, extend, renew or replace any existing Service Contracts without Buyer's prior written consent (which consent may be withheld in Buyer's sole and absolute discretion), unless the same shall be cancelable, without penalty or premium, upon not more than thirty (30) days' notice from the owner of the Property and Seller shall immediately notify Buyer of any such new, extended, renewed or replaced Service Contracts. Buyer shall notify Seller at least thirty (30) days prior to Closing which, if any, of the Service Contracts Buyer wishes to assume. Seller shall, at Seller's sole cost and expense, terminate all Service Contracts which Buyer does not elect to assume, which termination shall be effective on or before the Closing Date. 7.6. Leases. 7.6.1. Seller shall not enter into new tenant leases or amend or renew any existing leases other than in accordance with a renewal approved by Buyer, which approval may be withheld by Buyer in its sole and absolute discretion. Seller shall not, prior to the Closing Date, rent out any space in the Property that is currently vacant or that becomes vacant prior to the Closing Date. 7.6.2. Prior to the Closing Date, Seller shall have relocated all tenants from the Property so that Seller shall convey the Property to the Buyer at Closing vacant and free of any leases or other rights of occupancy. 7.7. Litigation. Seller shall not commence or allow to be commenced on its behalf any action, suit or proceeding with respect to any portion of the Property without Buyer's prior written consent (which consent may be withheld in Buyer's sole and absolute discretion). In the event Seller acquires Knowledge of any proceeding of the character described in Section 5.1.7 that has not been previously disclosed to Buyer prior to the Closing, Seller shall promptly advise Buyer in writing. 8. CONDITIONS PRECEDENT TO CLOSING. 8.1. Buyer's Conditions. The obligation of Buyer to render performance under this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) ("Buyer's Conditions"), which conditions may be waived, or the time for satisfaction thereof extended, by Buyer only in a writing executed by Buyer: 8.1.1. Due Diligence. Buyer shall have elected not to terminate this Agreement during the Contingency Period pursuant to Section 4.3.