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• • EXHIBIT B MEMORANDUM OF PURCHASE AND SALE AGREEMENT Recording Requested by and: When Recorded Return to: This Space For Recorder's Use Only • MEMORANDUM OF REAL ESTATE PURCHASE AND SALE AGREEMENT By this Memorandum of Real Estate Purchase and Sale Agreement (this "Memorandum ") dated as of , 2011, ( "Seller "), and THE REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY ( "Buyer ") acknowledge and agree to the following: 1. Real Estate Purchase and Sale Agreement. Pursuant to the terms of that certain unrecorded Real Estate Purchase and Sale Agreement (the "Purchase and Sale Agreement "), by and between Seller and Buyer, dated as of , Seller has granted to Buyer the exclusive right to purchase all of Seller's right, title and interest that certain real property, consisting of approximately acres, having Assessor Parcel No. , located in the City of , County of , State of California, as more particularly described on Exhibit A attached hereto (the "Property "). 2. Term. The term of the Purchase and Sale Agreement, and any rights or interest of Buyer in and to the Property created hereby, shall begin on the date of this Memorandum, and shall end no later than , 2011, and may end earlier as provided in the Purchase and Sale Agreement. 3. Price and Terms. The price and other terms are set forth in the Purchase and Sale Agreement, all of the terms, covenants and conditions of which are incorporated herein by reference as though set forth fully herein. In the event of any inconsistency between this Memorandum and the Purchase and Sale Agreement, the Purchase and Sale Agreement shall control. All capitalized terms used herein and not otherwise defined herein shall have the same meaning as is set forth in the Purchaser Agreement. Purchase and Sale Agreement 1548 Maple 03.04. 2011 v.4 30