Item 12 - 28 Civic Center Plaza Purchase Agreement

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(a.) Deposit; Release of Deposit; Non-Refundability. Buyer has provided State with a cashier’s check in the amount of ZERO AND NO/100THS DOLLARS ($0,00) (“Initial Deposit”). No later than two (2) business days after the Effective Date, Buyer shall deposit with Commonwealth Land Title, located at 4100 Newport Drive, Suite 120, Newport Beach, CA 92660, Attention: Grace Kim (Escrow No. 09186192) ("Escrow Holder").. Buyer and State agree that the l Deposit t shall be non-refundable to Buyer once made unless (i) this transaction is not consummated solely as a result of State's default (ii) failure of a condition to Closing for the benefit of Buyer as set forth in Section 7(a) below, or (iii) a casualty to the Property or any condemnation proceeding as set forth in Section 18 below. If Buyer fails to deliver the Deposit within the two (2) business day period, then such failure shall be deemed a Buyer default and this Agreement may terminate and, except as otherwise provided in this Agreement, State and Buyer will have no further obligations or rights to one another under this Agreement. (b.) Balance of Purchase Price. On or before the Close of Escrow, Buyer shall deposit with Escrow Holder the Purchase Price, in immediately available funds, which shall be paid to State at Close of Escrow. (c.) Time of the Essence. Time shall be of the essence with respect to Buyer's obligations to pay any funds under this Agreement. 4. Escrow. (a.) Opening of Escrow. Escrow has been opened with Escrow Holder by State ("Escrow"). Buyer and State agree to execute and deliver to Escrow Holder, in a timely manner, all escrow instructions necessary to consummate the transaction contemplated by this Agreement. The State will submit supplemental escrow instructions before the close of escrow. Any such supplemental instructions shall not conflict with, amend or supersede any portion of this Agreement. If there is any inconsistency between such supplemental instructions and this Agreement, this Agreement shall control. Escrow Holder shall, upon receipt of a fully executed copy of this Agreement, sign and date the Receipt by Escrow Holder attached hereto, and distribute it to all parties listed in the "Notices" sections of the Agreement. (b.) Close of Escrow. For the purpose of this Agreement, the "Close of Escrow" shall be defined as the date that the Quitclaim Deed (as defined in Section 5, below) is recorded in the Official Records of the County. The Close of Escrow shall occur no later than thirty (30) days after the end of the Contingency Period (as defined in Section 7 (a) (ii), below). 5. Conditions of Title. The Property shall be conveyed to Buyer by State by a quitclaim deed, in the form as set forth in Exhibit C ("Quitclaim Deed"), subject only to (a) a lien to secure payment of real estate taxes and assessments, not delinquent; (b) the lien of current supplemental taxes, not delinquent; (c) such other title matters affecting the Property created by or with the written consent of Buyer; (d) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use, and Chapter 430 of the Statutes of 2018, and in accordance with California Government Code Section 11011 et seq.) affecting the development, use, occupancy or enjoyment of the Property; (e) all matters which would be apparent from an inspection of the Property; (f) all matters which EXHIBIT 2