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PURCHASE OPTION AGREEMENT THIS PURCHASE OPTION AGREEMENT (this "Agreement"), made as of November [], 2015 (the "Effective Date"), by and between the City of Santa Ana, a public body, corporate and politic ("Optionor"), and St. Joseph Health System, a California nonprofit public benefit corporation ("Optionee"). As used herein, Optionee and Optionor may be referred to collectively as the "Parties", and each individually as a "Party." RECITALS A. Optionor is the fee simple owner of that certain land consisting of approximately 1.01 acres, located at 205 West Civic Center Drive, Santa Ana, California described in Exhibit A attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Land"). B. The Parties entered into that certain Exclusive Right to Negotiate Agreement, dated September 17, 2014, as amended, regarding the Property (as defined below). C. The Property is in need of Remediation Work (as defined below). D. Optionor is commencing the Remediation Work which is anticipated to be completed on or before December 31, 2016. E. Optionee has proposed the development of the Property as multipurpose wellness center, (the "Project"). F. The development of the Project on the Property will be of benefit to Optionor and community by reducing blight, increasing the economic viability of the community, and providing needed health and community services to the residents of Santa Ana, California. G. Optionee desires to acquire and Optionor desires to grant to Optionee the sole and exclusive right to purchase, without being obligated to purchase, the Property (as defined below), subject to the terns of this Agreement. AGREEMENT NOW THEREFORE, in consideration of Ten and no/100 Dollars ($10.00) (the "Option Fee"), the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Grant of Option. Optionor hereby grants to Optionee the sole and exclusive right to purchase, upon the terms and conditions set forth in this Agreement (the "Option"), the following property (collectively, the "Property"): (a) the Land, together with all improvements ("Improvements"), as such improvements may be altered in comiection with the Remediation Work (as defined below). located thereon (collectively, the "Real Property"); (b) all of Optionor's right, title and interest in all tangible personal property owned by Optionor located upon, attached to, or necessary for the operation of the Real Property (collectively, the "Tangible Personal Property"), to the extent the delivery of such Tangible Personal Property is accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible 1 51528687.8 25A-3