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RIGHT OF FIRST REFUSAL AGREEMENT <br /> THIS RIGHT OF FIRST REFUSAL (the "Agreement") is made as of the 1st day of <br /> September, 2005 (the "Date of this Agreement"), by and between BLP Partnership Inc., a <br /> California nonprofit public benefit corporation (the "Developer"), and the City of Pleasanton, a <br /> California municipal corporation (the "City"). <br /> RECITALS <br /> A. The Developer intends to develop and operate an assisted living facility of <br /> approximately one hundred five (105) units including a portion for very low income senior <br /> households (the "Improvements") on that certain leasehold interest in real property located in the <br /> City of Pleasanton, County of Alameda, more particularly described in Exhibit A attached hereto <br /> (the "Leasehold Estate"). The Leasehold Estate and the Improvements shall be referred to in this <br /> Agreement as the "Development". <br /> B. The Developer and the City have entered into a Ground Lease of even date with <br /> this Agreement (the "Ground Lease") wherein the Developer has agreed to develop and operate <br /> the Improvements and the City has agreed to lease the Leasehold Estate for fifty-five (55) years. <br /> C. The Ground Lease provides that in the event the Developer intends to Transfer the <br /> Development pursuant to Section 2.11 of the Ground Lease, the City shall have a right of first <br /> refusal to purchase the Development for an amount equal to the bona fide offer made to the <br /> Developer by the potential purchaser. <br /> D. Pursuant to the Ground Lease, the Developer and the City wish to enter into this <br /> Agreement. <br /> NOW, THEREFORE, in consideration of the execution of the Ground Lease and other <br /> good and valuable consideration, the receipt and sufficiency of which is acknowledged, the <br /> Parties agree as follows: <br /> ARTICLE 1. <br /> RIGHT OF FIRST REFUSAL <br /> Section 1.1 Grant of Refusal Right. <br /> In the event that the Developer receives a bona fide offer from a third party to purchase <br /> the Development which the Developer intends to accept in accordance with Section 2.11 of the <br /> Ground Lease, the Developer shall notify the City and the City shall have a right of first refusal <br /> (the "Refusal Right") on the terms and conditions set forth in this Agreement. The Refusal Right <br /> may not be exercised in the event of any Transfer (including subsequent transfers) resulting from <br /> a foreclosure or a granting in lieu of foreclosure pursuant to Section 2.9(b) of the Ground Lease. <br /> 1 <br /> 144V105V159109.12 <br />