Item 25 - Appropriation Adjustment and Purchase and Sale Agreements per RFP 20-159

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6.2.1 Authorization. Buyer is a limited liability company duly formed in the State of California and validly existing under the laws of the State of California and is qualified to transact business in the State of California. Buyer has full power and authority to enter into this Agreement and to perform all of its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement. Each individual who has executed this Agreement on behalf of Buyer has the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Buyer. 6.2.2 Binding Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally. 6.2.3 Compliance with Law. Buyer is required to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, including any historic property regulations and environmental laws. 6.2.4 Repurchase Right. Buyer hereby represents and guarantees that, subject to Permitted Delay (as defined herein), Buyer shall open for business to the public on the Property as a drive-thru restaurant or drive-thru cafe (the "Opening Covenant") on or before the date that is thirty (30) months following Close of Escrow (the "Opening Deadline"). If Buyer has not satisfied the Opening Covenant on or before the Opening Deadline, Seller may, at its sole and exclusive remedy, elect to repurchase the Property from Buyer (the "Repurchase Right") pursuant to the terms and conditions below. Seller shall provide written notice to Buyer of its exercise (the "Exercise Notice") within sixty (60) days following the Opening Deadline ("the Exercise Window"). The Exercise Notice shall propose a date for closing that is no less than forty-five (45) days, nor more than sixty (60) days, following the date of the Exercise Notice, with such closing then occurring on a date mutually convenient to both the Seller and Buyer (the "Repurchase Closing Date"). If (a) Seller fails to deliver its Exercise Notice to Buyer within the Exercise Window, or (b) Buyer satisfies the Opening Covenant after receipt of the Exercise Notice but prior to the Repurchase Closing Date, then the Repurchase Right shall automatically terminate and be of no further force and effect. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgage liens or other evidence of indebtedness. The purchase price to be paid to Buyer by Seller for the Property shall be equal to eighty percent (80%) of the Purchase Price paid by Buyer to Seller under this Agreement. Seller's exercise of the Repurchase Right shall be Seller's sole and exclusive remedy for Buyer's failure to satisfy the Opening Covenant prior to the Opening Deadline. Notwithstanding anything to the contrary set forth herein, if Seller elects to exercise its Repurchase Right, -12-