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• • ORIGINAL FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment "), dated for reference purposes as of May 5, 2011, is entered into by and between SALAMAN ASSOCIATES, LLC, a California limited liability company ( "Seller "), and THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ( "Buyer "). RECITALS A. Seller and the Redevelopment Agency of the City of Redwood City (the "RDA ") entered into a Real Estate Purchase and Sale Agreement, dated for reference purposes as of March 4, 2011 (the "Purchase Agreement "), pursuant to which Seller agreed to sell to the RDA and the RDA agreed to purchase from Seller its entire right, title and interest in the Land located at 1548 Maple Street in the City of Redwood City, California, together with certain other rights and interests collectively referred to in the Purchase Agreement as the "Property." All capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Purchase Agreement unless the context clearly indicates otherwise. B. The RDA assigned to Buyer, and Buyer assumed from the RDA, all of the RDA's rights, interest and obligations under the Purchase Agreement. C. The parties desire to amend the Purchase Agreement pursuant to the terms and conditions hereof. NOW, THEREFORE, the parties hereto hereby agree as follows: AGREEMENT 1. Feasibility Period. The Feasibility Period is hereby extended until 5:00 p.m. on June 7, 2011. 2. Closing Date. The first two (2) sentences of Section 4(c) of the Purchase Agreement are deleted and are replaced with the following: The "Closing" shall occur on a date selected by Buyer, provided that Seller has received from Buyer at least four (4) business days' prior written notice of such date (the "Closing Date "), and provided further that the Closing Date shall occur no later than June 15, 2011 (the "Outside Date "). If Buyer fails to provide Seller with at least four (4) business days' prior written notice of the Closing Date, then unless otherwise agreed in writing by Buyer and Seller the Closing Date shall be the Outside Date. 3. Miscellaneous. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each person executing this Amendment represents that he or she has all authority required to execute and deliver this Amendment on behalf of Buyer or Seller, as the case may be. Seller and Buyer hereby ratify and confirm all of their representations, warranties and obligations under the Purchase Agreement. Except as hereby amended by this Amendment, the Purchase Agreement is not amended, modified, or altered in any way and remains in full force and effect. First Amendment 1548 Maple /Salaman Associates e 05.04.2011 v.1 -1-