5A1 Purchase Agreement (New Day Intake Center) - Signed

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including the Funding Amount as defined in the Development Agreement (the “Minimum Investment”). Promptly upon completing the Property Improvements, Buyer will submit to Seller records proving the above required expenditures and will provide Seller copies of the certificate(s) of occupancy for the Property Improvements. Buyer shall permit Seller to perform reviews and monitor the progress of the construction of the Property Improvements. The Property Improvements shall be completed within thirty (36) months of the Construction Commencement Date (the “Completion Date”). Buyer’s failure to complete the Property Improvements or expend the Minimum Investment by the Completion Date shall constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure. B. HOME-ARP Compliance. It is anticipated that Buyer will be selected as a subrecipient of a certain HOME American Rescue Plan (HOME-ARP) Non-Congregate Shelter Development funds, granted under CDFA 14.239, HOME Investment Partnership Program, Department of Housing and Urban Development, Office of Community Planning and Development, Grant Number M-21-DP-18-0208. (the “HOME-ARP Grant”). Provided the HOME-ARP Grant is awarded to Buyer as anticipated, as further consideration under this Agreement, Buyer affirms and agrees that it shall be bound by and shall comply with all requirements set forth in the HOME-ARP Grant for the entirety of the fifteen (15) year restricted use and compliance period. C. Certificate of Completion. Following Buyer’s completion of the Property Improvements and expenditure of the Minimum Investment with Seller’s reasonable satisfaction in accordance with the terms of Section 9.A. above, and upon successful completion of the end of 15-year restricted use and compliance period for the HOME-ARP Grant, in accordance with the terms of Section 9.B above, upon Buyer’s request, Seller will issue to Buyer a certificate acknowledging such completion (the “Certificate of Completion”). Seller and Buyer agree to record the Certificate of Completion immediately upon issuance, and the Buyer will pay the costs of recordation. D. Change of Intended Use. Buyer covenants and agrees that neither Buyer nor any of Buyer’s successors or assigns will change its use of the Property from the Intended Use of the Property defined above without obtaining Seller’s prior consent to such change in writing. 10. DEFAULT. A. If Seller defaults under this Agreement, Buyer shall have any and all remedies available to it under this Agreement and otherwise at law or in equity including, without limitation: (i) the right of specific performance; (ii) the right to terminate this Agreement at any time after such default by delivering written notice of termination to Seller; and/or (iii) the right to sue for damages, provided, however, that in no event shall Seller be liable for more than One Thousand Dollars ($1,000.00) in damages. In the event of any such termination, all Earnest Money shall be immediately returned to Buyer. All of Buyer's remedies shall be cumulative and not exclusive. B. If Buyer defaults under this Agreement, Seller shall have the right to re- enter and take possession of the Property and to terminate and revest in Seller the estate conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without offset or compensation for the value of any improvements made by Buyer.