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 8 of 82 Affordable Housing Restriction in a form approved by the City Council on Parcel F for the benefit of the City. 3.1. Deposit. 3.1.1. Not later than the date that is five (5) Business Days (as defined in Section 16.16) after the date upon which Buyer and Seller have both executed and delivered this Agreement as indicated by the dates set forth next to their signatures (the "Execution Date"), Buyer shall open an escrow ("Escrow") with Old Republic Title Insurance Company, 555 12th Street, Suite 2000, Oakland, CA 94607, Attn: Julie Massey ("Title Company") and shall deposit into Escrow the sum of Eight Hundred Thousand Dollars ($800,000) (which amount, together with any and all interest and dividends earned thereon, shall hereinafter be referred to as the "Deposit"). Title Company shall hold the Deposit in a non-commingled trust account and shall invest the Deposit in insured money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as Buyer may instruct from time to time. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Seller at the "Closing" (as defined in Section 9.1) and credited against the Cash Purchase Price. 3.2. Balance. 3.2.1. On the "Closing Date" (as defined in Section 9.1), Buyer shall pay to Seller the balance of the Cash Purchase Price over and above the Deposit paid by Buyer under Section 3.1 above by wire transfer of federal funds to Title Company, net of all prorations and adjustments as provided herein. 3.2.2. Buyer shall pay the Relocation Costs and the Consulting Costs as follows: At least one hundred twenty (120) days before the date Buyer estimates that the Closing Date will occur, Buyer shall notify the City in writing of Buyer's good faith estimate of the Closing Date based on Buyer's schedule of performance for meeting the conditions to Closing (the "Buyer's Estimated Closing Date"). No later than the date that is one hundred twenty (120) days prior to Buyer's Estimated Closing Date, Buyer shall deposit with the City, or at the City's direction, the City's relocation consultant, the Initial Estimated Relocation Costs, and Buyer shall deposit with the City the Consulting Costs. Buyer acknowledges that the City is obligated to provide to the existing Relocation Tenants a minimum of a ninety (90) day notice before relocating the existing Relocation Tenants and that the City will not give the necessary relocation notices until the Initial Estimated Relocation Costs and the Consultant Costs have been deposited in accordance with this Agreement. In the event that the Initial Estimated Relocation Costs deposited in accordance with this Section 3.2.2 are insufficient to pay all Relocation Costs, Seller shall provide Buyer with notice of insufficient funds as well as an estimate of the additional funds necessary to pay all Relocation Costs based on an estimate reasonably made by Seller's relocation consultant. Buyer shall, within ten (10) days of receipt of a notice of insufficient funds, deposit the additional funds needed to fully fund the Relocation Costs as reasonably determined by Seller's relocation consultant. Buyer's failure to deposit the additional funds as required shall be considered an event of Default under this Agreement. In the event that, after Seller has paid all Relocation Costs and the statute of limitations for the filing of any relocation claims has expired, funds remain on deposit with Seller