Exhibit
10.3


 


AGREEMENT OF PURCHASE AND SALE


 


This Agreement dated, for reference purposes only, as
of September 15, 2009  is between JAMES S. LINDSEY AND SALLY K. LINDSEY, TRUSTEES,
OR THEIR SUCCESSORS, OF THE LINDSEY FAMILY TRUST DATED MAY 25, 2004, as to
an undivided 85% interest and KHALIL JENAB AND TIFFANY RENEE JENAB, TRUSTEES OF
THE JENAB FAMILY 1997 TRUST DATED DECEMBER 11, 1997, as to an undivided 15%
interest (collectively, “Seller”), and GSI Technology, Inc. or Nominee
(“Buyer”).  As used herein, the
“Effective Date” shall mean the date of the last execution and delivery hereof
sufficient to form a binding contract between the parties.


 


ARTICLE 1

PURCHASE AND SALE OF PROPERTY


 


1.1           Sale.


 


Subject to the terms, covenants and conditions set
forth herein, Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, the following:


 


(a)           that certain parcel of land,
consisting of approximately two and ninety nine one hundredths (2.99) acres,
known as Assessor’s Parcel Number 104-32-029, located in the City of Sunnyvale,
County of Santa Clara, State of California, more particularly described on Exhibit A
attached hereto and made a part hereof, together with and all appurtenances
pertaining to such property, including any right, title and interest of Seller
in and to adjacent streets, alleys or rights-of-way (the property described in
clause (a) of this Section 1.1 being herein referred to collectively
as the “Land”);


 


(b)           the buildings, structures, fixtures
and other improvements on the Land, including specifically, without limitation,
the building having the respective street address of 1213 Elko Drive in
Sunnyvale, California, consisting of approximately forty four thousand two
hundred seventy-seven (44,277) net rentable square feet, more or less (the
property described in clause (b) of this Section 1.1 being herein
referred to collectively as the “Improvements”);


 


(c)           all of Seller’s right, title and
interest, if any, in all oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons by whatsoever name known, geothermal steam and
all products derived from any of the foregoing, that may be within or under the
Land, together with the perpetual right of Seller, if any, in drilling, mining,
exploring and operating therefore and storing in and removing the same from the
Land (“Mineral Rights”);


 


(d)           all of Seller’s rights, privileges,
entitlements, easements and appurtenances pertaining to the Land and the
Improvements, including any right, title and interest of Seller (but without
warranty whether statutory, express or implied) in and to adjacent streets,
alleys or rights-of-way (“Appurtenant Rights”); and


 


(e)           all of Seller’s right, title and
interest, if any, in and to all contracts and agreements relating to the
ownership, operation or maintenance of the Land or the Improvements, if any, as
listed on the attached Exhibit D (“Contract Rights”).


 

















 


The Land, Improvements, Mineral Rights, Appurtenant
Rights and Contract Rights are hereinafter sometimes referred to collectively
as the “Property.”


 


1.2           Purchase Price.


 


(a)           The purchase price of the Property is
Four Million Six Hundred Forty Nine Thousand Eighty Five and 00/100 Dollars
($4,649,085.00) (the “Purchase Price”).


 


(b)           The Purchase Price shall be paid as
follows:


 


(i)            Deposits.  Not later
than five (5) business days following the Effective Date, Buyer shall
deliver to Chicago Title Company, 675 N. First Street, Suite 300, San
Jose, CA 95112, Attn: Teresa Woest (“Title Company”) a deposit in the amount of
One Hundred Thousand and 00/100 Dollars ($100,000) (the “Deposit”). The Deposit
shall be placed by the Title Company in an interest-bearing account, with
interest accruing in the name of Buyer. 
The interest accrued on the Deposit while in escrow shall be deemed part
of the Deposit for purposes of this Agreement. Upon the satisfaction (or waiver
in writing by Buyer) of the conditions set forth in Sections 2.1(a) through
2.1(d), provided Buyer delivers its Approval Notice (as defined in Section 2.2(a))
to Seller on or before the expiration of the Feasibility Period referred to in Section 2.2(a) below,
Buyer shall deliver to the Title Company an additional deposit in the
amount of Fifty Thousand and 00/100 Dollars ($50,000) (the “Second Deposit”)
and Buyer shall cause the Title Company to release the Initial Deposit and the
Second Deposit to Seller on or before the expiration the Feasibility Period or,
if later, at the expiration of the Title Approval Period, provided that Buyer
does not terminate the Agreement within the Title Approval Period pursuant to Section 4.2(a) below.  The release of the First Deposit and Second
Deposit to Seller at any time prior to the Closing Date shall be contingent
upon Seller’s deposit into escrow a fully executed Grant Deed, in the form
attached hereto as Exhibit C, together with irrevocable instructions
confirming that the Grant Deed shall be neither released nor recorded until the
other requirements of Closing have been satisfied, and that upon Buyer’s
deposit of the Closing Cash and satisfaction of all conditions to Closing
hereunder (or written waiver of such conditions by the party for whose benefit
such conditions exist), escrow shall be closed and the Grant Deed
recorded.  Time is of the essence as to
the release of the Initial Deposit and Second Deposit to Seller. The Initial
Deposit and the Second Deposit are collectively referred to herein as the
“Deposit.”  The Deposit shall be
non-refundable to Buyer as liquidated damages in accordance with Section 1.2(b)(iii) below
(except in the event of a breach or default by Seller or as otherwise provided
in this Agreement) but shall be credited against the Purchase Price at the
Closing hereunder.  In the event that (x) any
of the conditions set forth in Sections 2.1(a) through 2.1(d) are not
satisfied or waived in writing by Buyer on or prior to the expiration of the
Feasibility Period referred to in Section 2.2(a) below, (y) either
of the conditions set forth in Section 2.1(e) or Section 2.1(f) is
not satisfied or waived in writing by Buyer on or prior to the Closing Date or (z) Buyer
elects to terminate this Agreement on or prior to the expiration of the Title
Approval Period referred to in Section 4.2(a) below in accordance
with its rights in said Section 4.2(a), then this Agreement shall be deemed
terminated, all rights and obligations of the parties hereunder (except for
those obligations which expressly survive the termination of this Agreement and
the rights arising from any breach of such surviving obligations) shall cease
and the Initial Deposit (together with the interest accrued thereon while in
escrow) shall be promptly refunded to Buyer.


 


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(ii)           Cash at Close.  On or before the Closing Date (defined in Section 9.2
below), Buyer shall deliver to Title Company cash in the amount of the balance
of the Purchase Price (the “Closing Cash”) plus Buyer’s share of Closing Costs.
The Closing Cash shall be credited against the Purchase Price at the
consummation of the purchase and sale contemplated hereunder (the “Closing”).


 


(iii)          Liquidated Damages. THE PARTIES
HERETO AGREE THAT IF THIS TRANSACTION IS NOT CONSUMMATED AS A RESULT OF BUYER’S
DEFAULT HEREUNDER, SELLER SHALL SUFFER ECONOMIC DETRIMENT RESULTING FROM THE
REMOVAL OF THE PROPERTY FROM THE REAL ESTATE MARKET FOR AN EXTENDED PERIOD OF
TIME AND ANY CARRYING AND OTHER COSTS INCURRED AFTER THE REMOVAL OF THE
PROPERTY FROM THE REAL ESTATE MARKET, AND THAT SUCH DAMAGES ARE IMPRACTICABLE
OR EXTREMELY DIFFICULT TO ASCERTAIN.  THE
PARTIES HERETO AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF
THE DAMAGES THAT WILL BE INCURRED BY SELLER IN THE EVENT OF A BREACH OR DEFAULT
OF THIS AGREEMENT BY BUYER.  BUYER AGREES
THAT IN THE EVENT THAT ESCROW FAILS TO CLOSE AS A RESULT OF BUYER’S BREACH,
PROVIDED THAT SELLER IS READY, WILLING, AND ABLE TO CONSUMMATE THIS
TRANSACTION, SELLER, AS ITS SOLE REMEDY, SHALL BE ENTITLED TO RECEIVE (TO THE
EXTENT NOT PREVIOUSLY RELEASED TO SELLER) AND RETAIN THE PORTION OF THE DEPOSIT
PREVIOUSLY DEPOSITED AS LIQUIDATED DAMAGES. 
SUCH RECEIPT OF THE DEPOSIT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES
TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL
CODE, AND SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE
MEANING OF SECTION 3275 OR SECTION 3369 OF THE CALIFORNIA CIVIL CODE,
OR ANY SIMILAR PROVISION.  SELLER HEREBY
WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT BY BUYER
OF ITS OBLIGATION TO PURCHASE THE PROPERTY, AND AGREES THAT THE LIQUIDATED DAMAGES
SET FORTH HEREIN SHALL BE SELLER’S SOLE REMEDY IN THE EVENT BUYER BREACHES OR
DEFAULTS IN ITS OBLIGATION TO PURCHASE THE PROPERTY HEREUNDER.  THIS LIQUIDATED DAMAGES PROVISION SHALL NOT
BE APPLICABLE TO ANY BREACH BY BUYER OF ANY INDEMNIFICATION, DEFENSE OR HOLD
HARMLESS OBLIGATION OR RESTORATION OBLIGATION OF BUYER UNDER THIS AGREEMENT, OR
ANY OTHER OBLIGATION OF BUYER THAT EXPRESSLY SURVIVES THE TERMINATION OF THIS
AGREEMENT.  THIS LIQUIDATED DAMAGES
PROVISION ALSO SHALL NOT SERVE AS A LIMITATION ON THE AMOUNT OF ATTORNEYS’ FEES
THAT SELLER MAY PURSUE OR COLLECT FROM BUYER IN THE EVENT SELLER INCURS
ATTORNEYS’ FEES IN ATTEMPTING TO COLLECT OR RETAIN THE LIQUIDATED DAMAGES
REFERRED TO HEREIN.  BY INITIALING THIS SECTION 1.2(b)(iii) BELOW,
SELLER AND BUYER AGREE TO THE TERMS OF THIS SECTION 1.2(b)(iii).


 




	
  INITIALS:

  	
  SELLER

  	
  JSL/SKL/KJ/TRJ

  	
   

  	
  BUYER

  	
  DMS

  






 


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ARTICLE 2

CONDITIONS


 


2.1           Conditions Precedent to Buyer’s
Obligations.


 


Buyer’s obligation to purchase the Property is
conditioned upon the following:


 


(a)           Subject to the provisions of Section 3.1
below, Buyer’s review and approval of the physical condition of the Property,
including, without limitation, the structural, electrical, and mechanical
condition of the Property and the presence or absence of “Hazardous Materials”
(defined below) in or from its soil and groundwater, or anywhere else in or
around the Property.  For purposes of
this Agreement, the term “Hazardous Materials” shall mean any chemical, substance,
waste or material which is deemed hazardous, toxic, a pollutant or a
contaminant, under any federal, state or local statute, law, ordinance, rule,
regulation or judicial or administrative order or decisions, now or hereafter
in effect, or which has been shown to have significant adverse effects on human
health or the environment.  Hazardous
Materials shall include, without limitation, substances defined as “hazardous
substances,” “hazardous materials,” or “toxic substances” in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. § 9601, et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C. § 1801, et seq.; the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901, et seq.; in the regulations
adopted and publications promulgated pursuant to such laws; and in the
Hazardous Materials storage, use or discharge laws, regulations and ordinances
of the County of Santa Clara.


 


(b)           Buyer’s review and approval of all
zoning, land use, building, environmental and other statutes, rules, or
regulations applicable to the Property.


 


(c)           Buyer’s review and approval of the
documents identified on Exhibit B attached hereto (the “Documents”)
which are in the possession or control of Seller. Buyer acknowledges that
Seller will furnish (or has furnished) to Buyer the Documents referred to in Exhibit B
as a courtesy to Buyer and Seller makes no representation or warranty
concerning such Documents except as expressly set forth in this Agreement. To
the extent not previously delivered to Buyer prior to the execution of this
Agreement, Seller shall furnish to Buyer copies of the Documents (to the extent
in Seller’s possession or control) not later than five (5) days following
the Effective Date (the “Delivery Period”). If Seller does not have any
Documents identified on Exhibit B, Seller shall so state in a written
notice delivered to Buyer within five (5) days after the Effective Date;
provided, however, that Seller shall be required to secure a current Natural
Hazards Report in any event.  Prior to
the Closing, Buyer shall maintain as confidential the Documents, and any and
all material obtained about the Property (“Confidential Information”) and shall
not disclose Confidential Information to any uninvolved third party; provided,
however, Buyer shall have the right to disclose Confidential Information to
involved third parties who require information to assist Buyer in Buyer’s due
diligence investigations of the Property, provided that Buyer shall require
such involved third parties to maintain the confidentiality of such
Confidential Information.  If escrow
fails to close for any reason other than Seller’s default, the Documents and
Additional Documents shall be promptly returned to Seller. Buyer’s obligations
under this Section 2.1(c) shall survive the termination of this
Agreement.


 


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(d)           Buyer’s review and approval of the
economic feasibility of the Property and the matters referred to in Paragraph
3.1(a) below (e.g. title and governmental regulations).


 


(e)           Seller shall have performed, observed
and complied in all material respects with all of the covenants and agreements
required by this Agreement to be performed, observed and complied with by it
within the applicable time period set forth herein for performance of such
covenants and agreements.  Seller’s
representations and warranties set forth in Section 10.1 or any other
provision of this Agreement shall be true and correct as of the Close of
Escrow.


 


(f)            At the Close of Escrow hereunder,
Title Company shall be ready, willing and able to issue or commit to issue to
Buyer the Title Policy.


 


2.2           Feasibility Period.


 


(a)           Buyer shall have until 5:00 p.m.,
Pacific Time, on the thirtieth day following Effective Date (the “Feasibility
Period”), to review and approve in Buyer’s sole and absolute discretion the
matters or conditions in Sections 2.1(a)-(d) above. If, prior to the
expiration of the Feasibility Period, Buyer notifies Seller in writing of
Buyer’s unconditional approval or satisfaction of the matters or conditions
described in Sections 2.1(a)-(d) above (the “Approval Notice”), then Buyer
shall be deemed to have approved the Property and the matters or conditions
described in Sections 2.1(a)-(d) and such matters or conditions shall no
longer be conditions to Buyer’s obligations hereunder. If, prior to the
expiration of the Feasibility Period, Buyer does not deliver its Approval
Notice to Seller, then Buyer shall be deemed to have elected to terminate this
Agreement, in which event this Agreement shall terminate, all obligations under
this Agreement shall cease (except for any obligations that expressly survive
the termination of this Agreement) and Buyer shall be entitled to the prompt
return of the Initial Deposit.  If any of
the conditions set forth in Section 2.1(e) above are not satisfied
(or waived in writing by Buyer in its sole and absolute discretion) on the
Close of Escrow hereunder, then the provisions of Section 11.2 shall
apply.  If any of the conditions set forth
in Section 2.1(f) above are not satisfied (or waived in writing by
Buyer) on the Close of Escrow, then Buyer shall have the right to terminate
this Agreement by delivery of written notice to Seller and, in the event of
such termination, all obligations under this Agreement (except for those that
expressly survive the termination of this Agreement) shall cease and Buyer
shall be entitled to the prompt return of the Deposit made by Buyer hereunder.


 


2.3           Seller’s Conditions to Closing.


 


Seller’s obligation to sell the Property and close
escrow hereunder is conditioned upon the following:


 


(a)           Buyer shall have performed and
complied with all of the material covenants and agreements required by this
Agreement to be performed and complied with by it within the applicable time
period set forth herein for performance of such material covenants and
agreements. Time is of the essence. Buyer’s representations and warranties set
forth in Section 10.3 or any other provision in this Agreement shall be
true and correct as of the Close of Escrow.


 


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If Buyer fails to perform and comply with any material
covenant required by this Agreement to be performed and complied with by it
within the applicable time period set forth in this Agreement, then the
condition set forth in Section 2.3(a) shall be deemed not satisfied
and Seller may terminate this Agreement by written notice to Buyer. In the
event of such termination, the Deposit shall be released to Seller (to the
extent not previously released to Seller) and retained by Seller as liquidated
damages (as provided in Section 1.2(b)(iii) hereof), and all rights,
obligations and liabilities of Seller and Buyer under this Agreement (except
rights, obligations and liabilities that expressly survive termination of this
Agreement) shall terminate.


 


ARTICLE 3

RIGHT OF ENTRY


 


3.1           Buyer’s Independent Investigation.


 


(a)           During the Feasibility Period, Buyer
acknowledges that it will investigate (or will have had the opportunity to
investigate) to the extent deemed necessary by Buyer, all matters relating to
title, zoning, land use entitlements and governmental regulations affecting the
Property, and development of the Property, together with all governmental and
other legal requirements such as taxes, assessments, zoning, use permit
requirements and building codes.  In
addition, Buyer and its representatives, agents, consultants and contractors
shall have the right to enter the Property to inspect it, including, without
limitation, the interior, the exterior, the structure, the paving, the
utilities, and all other physical and functional aspects of the Property (each,
a “Buyer Inspection”) subject to the following terms and conditions:


 


(i)            Buyer shall not be in material
default of this Agreement.


 


(ii)           Buyer shall provide Seller with prior
telephonic notice of each Buyer Inspection.


 


(iii)          Each Buyer Inspection shall be at
Buyer’s sole cost.


 


(iv)          The persons or entities performing the
Buyer Inspections shall be properly licensed and qualified and shall have
obtained all appropriate permits (to the extent such licenses or permits are
required) for performing relevant tests on the Property prior to performing any
tests on the Property.  At least one (1) business
day prior to entry onto the Property, Buyer shall deliver to Seller (and cause
each contractor and consultant who desires to enter onto the Property on
behalf, or for the benefit of, Buyer to deliver to Seller) a certificate of
insurance evidencing that Buyer (or such applicable contractor or consultant)
has obtained a policy or policies of commercial general liability insurance
providing for a combined single limit of not less than One Million Dollars
($1,000,000) per occurrence covering liability to property or persons for
Buyer’s and its agents’ and employees’ (and contractors’ or consultants’)
activities on or about the Property, and naming Seller as an additional
insured.


 


(v)           Buyer shall have the right to
undertake, or cause to be undertaken, any Phase II work, borings or invasive testing
on, in or under the Property, or any portion thereof, as may be recommended by
Buyer’s environmental consultants.  Each
physical inspection shall not unreasonably interfere with the use of the
Property by Seller nor shall any Buyer Inspection damage the Property in any
respect.


 


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(vi)          Unless otherwise requested by Seller,
all the Buyer Inspections shall be during normal business hours.


 


(vii)         Seller shall have right to have one (1) or
more representatives of Seller accompany Buyer and Buyer’s representatives,
agents, consultants or contractors while they are on the Property; provided,
however, that if Seller is not able to accompany Buyer or Buyer’s
representatives, agents, consultants or contracts while they are on the
Property, that shall not prevent Buyer from proceeding with the Buyer
Inspection.


 


(viii)        If the Property is damaged by Buyer or
any of its agents, employees, consultants, contractors or other representatives
in connection with a Buyer’s Inspection, Buyer, at Buyer’s sole cost and
expense, shall promptly repair such damage and restore the Property to its
condition existing immediately prior to the Buyer Inspections.  Until restoration is complete, Buyer shall
take all steps necessary to ensure that any conditions on the Property created
by the Buyer Inspections do not materially interfere with the normal operation
of the Property or create any dangerous, unhealthy, unsightly or noisy
conditions on the Property.  The
restoration obligation contained in this Section 3.1(a)(viii) shall
not obligate Buyer to clean up or remediate any Hazardous Materials, if any,
existing in, on or under the Property as of the Effective Date unless and to
the extent Buyer or any of its agents, employees, contractors or other
representatives exacerbate such pre-existing Hazardous Material condition, if
applicable).  The restoration obligation
contained in this Section 3.1(a)(viii) shall survive the termination
of this Agreement.


 


(ix)           Buyer shall indemnify, protect and
defend (with counsel reasonably acceptable to Seller) and hold Seller harmless
from and against any and all claims, damages, liens (including without
limitation, mechanics’ and materialmen liens), judgments, demands, obligations,
actions, causes of action, costs, liabilities, losses and expenses (including,
without limitation, attorneys’ fees) to the extent arising out of any acts of
Buyer or any of its agents, employees, representatives, consultants or
contractors on or about the Property, or applicable portion thereof, including,
without limitation, any Buyer Inspections; provided, however, such obligation
of Buyer to indemnify, defend, protect and hold harmless Seller shall not be
applicable to the mere discovery by Buyer of any Hazardous Materials existing
on, in or under the Property and not caused to be present or exacerbated by
Buyer or any of its agents, employees, contractors or other representatives.
The indemnity obligations contained in this Section 3.1(a)(ix) shall
survive close of escrow or any termination of this Agreement.


 


(x)            Each Buyer Inspection, and the
results thereof, shall remain Confidential Information, except that Buyer shall
furnish to Seller, upon written request therefore by Seller to Buyer, without
representation or warranty, all third party reports, studies and assessments of
the Property or improvements thereon. 
Anything in this Agreement to the contrary notwithstanding, Buyer’s
obligations under this Section 3.1(a)(x) shall survive the
termination of this Agreement.


 


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ARTICLE 4

TITLE


 


4.1           Conditions of Title.


 


At the Closing, Seller shall convey title to the
Property to Buyer by grant deed in the form attached hereto as Exhibit C
(the “Deed”).  As a condition to Buyer’s
obligation to close escrow hereunder, title to the Property to be conveyed to
Buyer shall be subject to the Approved Exceptions (as defined in Section 4.2(b) below).


 


4.2           Approval of Title and Survey.


 


(a)           Promptly following the execution of
this Agreement, Seller shall deliver or cause the Title Company to deliver to
Buyer a current preliminary title report issued by Title Company (the
“Preliminary Title Report”) showing the state of title to the Property,
together with copies of all matters shown as exceptions therein.  Buyer may also obtain a survey or updated
survey of the Property (the “Survey”), at Buyer’s sole cost and expense. Seller
agrees to deliver or make available to Buyer, without representation or
warranty, any survey of the Property that Seller obtained in connection with
its acquisition or financing of the Property. 
Buyer shall have the right on or before the date fifteen (15) days
following the Effective Date (the “Title Review Period”), to give Seller written
notice of Buyer’s disapproval of any title exceptions or matters set forth in
the Title Report or Survey, matters that would be disclosed by a current survey
of the Land or any other rights, interests, or matters not of record of which
Buyer has actual knowledge (collectively, “Title and Survey Objections” or
“Title or Survey Objections”); provided, however, that Buyer shall be deemed to
have objected to, and Seller shall remove as exceptions prior to the Closing,
all monetary liens and encumbrances excepting only taxes and assessments, a lien
not yet due and payable.  Buyer’s failure
to give written notice of any other Title or Survey Objections on or before
expiration of the Title Review Period shall be deemed Buyer’s approval of the
Preliminary Title Report, survey matters and the condition of title of the
Property.  If Buyer gives timely written
notice of any Title or Survey Objections prior to the expiration of the Title
Review Period, Seller shall elect, within five (5) days following receipt
of Buyer’s notice (“Seller’s Title Response Period”), by written notice
(“Seller’s Title Response Notice”) given to Buyer, whether to remove or delete
from the title to be conveyed to Buyer prior to the Closing Date such Title or
Survey Objections.  If Seller fails to
make such election within the Seller’s Title Response Period, then Seller shall
be deemed to have elected not to remove such Title or Survey Objections.  Upon receipt of a Seller’s Title Response
Notice electing not to remove Title or Survey Objections (or deemed election
not to remove the Title or Survey Objections), Buyer may elect, on or prior to
the date which is ten (10) days following the delivery of Seller’s Title
Response Notice or the earlier expiration of Seller’s Title Response Period
without deliver of Seller’s Title Response Notice (the “Title Approval Period”)
to either (i) terminate this Agreement, in which event all obligations
hereunder (except for those that expressly survive the termination of this
Agreement) shall cease and the Deposit shall be promptly returned to Buyer, or (ii) waive
its objection and proceed with the purchase of the Property in accordance with
the terms of this Agreement and without a reduction of the Purchase Price.  If Buyer fails to make the election referred
to in the immediately preceding sentence, by written notice to Seller on or
before the expiration of the Title Approval Period, then Buyer shall be deemed
to have waived its objection and elected to proceed with the purchase of the
Property.  


 


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The preceding to the
contrary notwithstanding, Seller agrees to remove, or cause to be removed, from
the condition of title on or before the Closing all deeds of trust or mortgages
entered into by Seller affecting the Property.


 


(b)           As used herein, “Approved Exceptions”
shall mean: (i) non-delinquent real estate taxes and assessments, a lien
not yet due and payable; (ii) any other easements, encumbrances,
covenants, conditions and restrictions of record approved (or deemed approved)
or waived by Buyer pursuant to Section 4.2(a) above, or liens created
under the signature of Buyer; (iii) any exceptions to title which would be
disclosed by an inspection and/or an accurate survey of the Property; (iv) local,
state and federal laws, ordinances or governmental regulations including, but
not limited to, building and zoning laws, ordinances and regulations, now or
hereafter in effect relating to the Property, (v) any exceptions to title
which may be caused by the actions of Buyer or any of its agents, employees, contractors
or consultants, and (vi) standard printed exceptions and exclusions
generally included in a CLTA owner’s policy of title insurance.


 


4.3           Evidence of Title.


 


Delivery of title in accordance with the foregoing
shall be evidenced by the willingness of the Title Company to issue, at Closing
its standard California Land Title Association (CLTA) Owner’s Policy of Title
Insurance in the amount of the Purchase Price showing title to the Property
vested in Buyer, subject to the Approved Exceptions and the standard exclusions
to coverage shown on such CLTA Policy of Title Insurance (the “Title
Policy”).  If Buyer elects to obtain an
ALTA extended coverage policy of title insurance, (a) the excess cost of
such policy shall be at Buyer’s sole cost; and (b) Buyer shall obtain, at
Buyer’s sole cost and expense, any current or updated survey of the Property
required by the Title Company to issue the ALTA policy of title insurance. In
no event shall Buyer be excused from its obligation to purchase the Property if
the Title Company refuses to issue an ALTA policy because Buyer has failed or
refused to provide Title Company with a survey acceptable to the Title
Company.  If, following the Close of
Escrow hereunder, Buyer has any objection to the condition of title of the
Property conveyed by Seller to Buyer, Buyer shall be deemed to have waived any
and all claims against Seller related to such condition of title and Buyer
acknowledges that its sole recourse shall be against the Title Company with
respect to such dispute except as may arise from a breach by Seller of its
representations and warranties made in this Agreement.  Buyer is relying upon the Preliminary Title
Report referred to above, the Title Policy to be issued to Buyer at closing and
Buyer’s own investigations respecting Seller’s title to the Property.


 


ARTICLE 5

AS IS SALE, RELEASE OF CLAIMS


 


5.1           “As-Is” Purchase.


 


Except as expressly set forth in this Agreement, (a) Buyer
specifically acknowledges and agrees that Seller is selling and Buyer is
purchasing the Property on an “As Is With All Faults” basis, and (b)Buyer is not
relying on any representations or warranties of any kind whatsoever, express or
implied, from Seller, its agents, or brokers as to any matters concerning the
Property, including without limitation:  (i) the
quality, nature, adequacy and physical condition of the 


 


9

















 


Property and the
Improvements thereon, including, but not limited to, the structural elements,
foundation, roof, appurtenances, access, landscaping, parking facilities and
the electrical, mechanical, HVAC, plumbing, sewage, and utility systems,
facilities and appliances, (ii) the quality, nature, adequacy, and
physical condition of soils, geology and any groundwater, (iii) the existence,
quality, nature, adequacy and physical condition of utilities serving the
Property, (iv) the development potential of the Property, and the
Property’s use, habitability, merchantability, or fitness, suitability, value
or adequacy of the Property for any particular purpose, (v) the zoning or
other legal status of the Property or any other public or private restrictions
on use of the Property, (vi) the compliance of the Property or its
operation with any applicable codes, laws, regulations, statutes, ordinances,
covenants, conditions and restrictions of any governmental or
quasi-governmental entity or of any other person or entity, (vii) the
presence or absence of Hazardous Materials (including, without limitation,
asbestos or asbestos-containing materials and lead-based paint) on, under or
about the Property (or Improvements thereon) or the adjoining or neighboring
property, (viii) the quality of any labor and materials used in any
Improvements on the Property, (ix) the condition of title to the Property,
(x) the income that may be generated from the Property, (xi) the drainage
of the Property; and (xii) the economics of the operation of the Property.  Buyer acknowledges that it shall use its
independent judgment and make its own determination as to the scope and breadth
of the due diligence investigation which it shall make relative to the
Property. Except as expressly set forth in this Agreement, upon the Close
of Escrow, (x) Buyer shall assume the risk that adverse matters, including
but not limited to, construction defects and adverse physical and environmental
conditions, may not have been revealed by Buyer’s investigations, (y) Buyer shall rely upon its own
investigation of the physical, environmental, economic and legal condition of
the Property and the Improvements thereon (including, without limitation,
whether the Property is located in an area which is designated as a special
flood hazard area, dam failure inundation area, earthquake fault zone, seismic
hazard zone, high fire severity area or wildland fire area, by any federal,
state or local agency) and (z) Buyer undertakes and assumes the risks
associated with all matters pertaining to the Property’s location in any area
designated as a special flood hazard area, dam failure inundation area, earthquake
fault zone, seismic hazard zone, high fire severity area or wildland fire area,
by any federal, state or local agency. 
The provisions of this Section 5.1 shall indefinitely survive the
Close of Escrow hereunder or termination of this Agreement and shall not be
merged into the Deed to be delivered by Seller to Buyer at Closing.


 


5.2           Release.


 


(a)           Without limiting the above, as of the
Closing hereunder, Buyer waives on behalf of itself and its agents, employees,
members, affiliates, successors and assigns, any and all right to recover from
Seller and each of the trusts comprising Seller and their respective
affiliates, trustees, employees, agents, successors and assigns of each of them
(collectively, the “Seller Related Parties”), and forever releases and
discharges Seller and the Seller Related Parties from any and all damages,
claims, losses, liabilities, penalties, fines, liens, judgments, actions,
causes of action, demands, costs and expenses whatsoever (including, without
limitation, attorneys’ fees and costs), whether direct or indirect, known or
unknown, foreseen or unforeseen, that may arise on account of or in any way be
connected with this Agreement, the Property and the Improvements thereon,
including, without limitation, title to the Property, latent or patent
construction defects applicable to any portion of the Property, violations of
building codes or other laws, rules or regulations, the physical and
environmental condition of the Property and 


 


10

















 


any law or regulation
applicable thereto (including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42
U.S.C. Sections 9601 et  seq.), the Resource Conservation and
Recovery Act of 1976 (42 U.S.C. Sections 6901 et  seq.), the
Federal Water Pollution Control Act (33 U.S.C. Sections 1251 et  seq.),  the Toxic Substance Control Act (15 U.S.C.
Sections 2601 et  seq.), the California Hazardous Waste Control
Law (California Health and Safety Code Sections 25100 et seq.), the
Porter-Cologne Water Quality Control Act (California Water Code Sections 13000 et
seq.), and the Safe Drinking Water and Toxic Enforcement Act (California
Health and Safety Code Section 25249.5 et  seq.)).  The preceding to the contrary
notwithstanding, the provisions of this Section 5.2(a) and Section 5.2(b) below
shall not be applicable to any material breach by Seller of any of the
representations and warranties made by Seller under the terms of this
Agreement, provided Buyer asserts any claim of such breach of any of Seller’s
representations or warranties hereunder within one year following the Close of
Escrow.


 


(b)           In connection with subsection (a) above,
Buyer expressly waives the benefits of Section 1542 of the California
Civil Code, which provides as follows: 
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.”


 


(c)           The foregoing release shall not
apply, however, to any breach of Seller’s representations and warranties or to
fraud committed by Seller.


 


(d)           Buyer hereby specifically
acknowledges that Buyer has carefully reviewed this Section 5.2 and Section 5.1
above, and discussed their import with legal counsel, is fully aware of their
consequences, and that the provisions of this Section 5.2 and Section 5.1
above are a material part of the Agreement and shall survive the Close of
Escrow hereunder.


 


	
   

  	
  Buyer’s Initials:

  	
  DMS

  	
   

  



 


ARTICLE 6

RISK OF LOSS AND INSURANCE PROCEEDS


 


6.1           Notice.


 


In the event of any loss or damage to the Property, or
if Seller becomes aware of any contemplated action for condemnation or the
exercise of eminent domain in connection with the Property, Seller shall
immediately deliver written notice thereof to Buyer.


 


6.2           Minor Loss.


 


Buyer shall be bound to purchase the Property for the
full Purchase Price as required by the terms hereof, without regard to the
occurrence or effect of any damage to the Property or destruction of any
improvements thereon or condemnation of any portion of the Property, provided
that: (a) the cost to repair any such damage or destruction, does not
exceed One Hundred Thousand and 00/100 Dollars ($100,000),
(b) the loss due to a contemplated condemnation does not materially impair
the intended use of the Property, and (c) upon the 


 


11

















 


Closing, unless Seller
elects to perform any necessary repairs (in which event the Closing hereunder
shall be extended, if necessary, a reasonable time in order to allow for the
completion of the repairs), there shall be a credit against the Purchase Price
due hereunder equal to (x) the insurance proceeds paid to Seller with
respect to the damage to the Property, plus the amount of any deductible under
Seller’s policy of property insurance, less any portion of such proceeds used
to pay for repair of the damage or destruction, or (y) any condemnation
awards actually collected by and paid to Seller as a result of any condemnation
of the Property, or applicable portion thereof. 
If the insurance proceeds or condemnation award, if applicable, have not
been collected as of the Closing, then Seller shall assign to Buyer at Close of
Escrow all of Seller’s right to receive any insurance proceeds or condemnation
award with respect to the damage to or condemnation of the Property, or
applicable portion thereof less any sums needed to reimburse Seller for sums expended
by Seller to repair or restore the Property, and Buyer shall be credited at
Closing in the amount of any deductible under Seller’s policy of property
insurance.  For purposes of this Section 6.2
and Section 6.3 below, the cost to repair any damage or destruction to the
Property shall be reasonably determined by a general contractor selected by
Seller and reasonably approved by Buyer, and any diminution in value arising
from a condemnation of a portion of the Property shall be determined by an appraiser
selected by Seller and reasonably approved by Buyer.


 


6.3           Major Loss.


 


If the cost to repair the damage or destruction as
specified above exceeds One Hundred Thousand and 00/100 Dollars ($100,000) or
the loss due to a condemnation materially impairs the intended use of the
Property, then Buyer may, at its option to be exercised within ten (10) business
days after Seller’s delivery of notice of the occurrence of the damage or
destruction or the contemplation of the commencement of condemnation proceedings,
either (a) terminate this Agreement by giving written notice to Seller
within such ten (10) business day period, or (b) consummate the
purchase of the Property for the full Purchase Price as required by the terms
hereof.  If Buyer so terminates this Agreement,
then the Deposit paid by Buyer shall be returned to Buyer and neither party
shall have any further rights or obligations hereunder except as provided
expressly provided herein.  If Buyer
elects to proceed with the purchase or fails to give Seller notice within the
above-referenced ten (10) day period of Buyer’s termination of this
Agreement, then upon the Closing, there shall be a credit against the Purchase
Price due hereunder equal to the amount of the deductible under Seller’s policy
of property insurance plus any insurance proceeds or condemnation awards
collected by Seller as a result of any such damage or destruction or
condemnation under any policy of insurance carried by Seller with respect to
such loss, less any sums expended toward the restoration or repair of the
Property.  If the proceeds or awards have
not been collected as of the Closing, then such proceeds or awards shall be
assigned to Buyer at Closing less any sums needed to reimburse Seller for sums
expended to repair or restore the Property.


 


12
















 


ARTICLE 7

BROKERS AND EXPENSES


 


7.1           Brokers.


 


Seller represents and warrants to Buyer that it has
not engaged or retained any broker or finder in connection with the transaction
contemplated by this Agreement to whom a commission may be owed other than NAI
BT Commercial (“BT”). Seller hereby discloses to Buyer that Khalil Jenab, one
of the trustees of one of the trusts comprising Seller, is a licensed
California real estate agent acting as Seller’s agent in the sale transaction
described herein.  Buyer represents and
warrants to Seller that it has not engaged any broker or finder in connection
with the transaction contemplated by this Agreement to whom a commission may be
owed other than Equus Associates (“Equus”). 
If, and only if, escrow closes hereunder, Seller agrees to pay to Equus
a real estate commission equal to three percent (3%) of the gross sales
price.  Seller agrees to pay to BT a real
estate commission pursuant to a separate agreement.  If any person or entity other than BT or
Equus brings a claim for a commission or finder’s fee based upon any contact,
dealings or communication with Buyer or Seller, then the party through whom
such person makes his claim shall indemnify, hold harmless and defend the other
party (the “Indemnified Party”) from any and all costs, damages, claims,
liabilities, losses, or expenses, (including without limitation, reasonable
attorneys’ fees and disbursements) incurred by the Indemnified Party in
defending against the claim.  The
provisions of this Section 7.1 shall survive the Closing or, if the
purchase and sale is not consummated, any termination of this Agreement.


 


ARTICLE 8

AGREEMENTS AFFECTING THE PROPERTY


 


8.1           Buyer’s Approval of New Agreements
Affecting the Property.


 


(a)           Between the Effective Date and the Closing
(or earlier termination of this Agreement), Seller shall not, except as
otherwise expressly permitted in this Section 8.1(a), enter into any
agreement affecting the Property, or portion thereof, or extend, renew, modify
or terminate any agreement affecting the Property, or portion thereof, without
first obtaining Buyer’s approval, which will not be unreasonably withheld,
conditioned or delayed.  If Buyer fails
to give Seller notice of its approval or disapproval of any such proposed
action within five (5) business days after Seller delivers written notice
to Buyer of Seller’s desire to take such action, then Buyer shall be deemed to
have given its approval.


 


(b)           Between the Effective Date of this
Agreement and the Close of Escrow hereunder or earlier termination of this
Agreement, Seller shall not enter into any lease or third party occupancy
agreement covering the Property, or any portion thereof.


 


8.2           Management.


 


Prior to the Close of Escrow hereunder or earlier
termination of this Agreement, Seller shall manage the Property in the same
manner in which Seller has been managing the Property during the period of its
ownership of the Property; except that nothing stated herein shall obligate


 


13

















 


Seller to undertake, or
cause to be undertaken, any repairs or capital expenditures or capital or
structural improvements with respect to the Property or the Improvements
thereon


 


ARTICLE 9

CLOSING AND ESCROW


 


9.1           Escrow Instructions.


 


Seller and Buyer agree to execute such reasonable
escrow instructions as may be appropriate to enable the Title Company to comply
with the terms of this Agreement and to consummate the sale of the Property to
Buyer pursuant to the terms and conditions of this Agreement.  Any escrow instructions
entered into by Seller and/or Buyer shall be consistent with the terms of this
Agreement.


 


9.2           Closing.


 


The Closing hereunder shall be held at the offices of
the Title Company, subject to the satisfaction (or waiver by such party in
whose favor such conditions exist) of the conditions set forth in Sections 2.1
and 2.3 above, within fifteen (15) days after expiration of the later of the
Feasibility Period or the Title Approval Period (the “Closing Date”). Time is
of the essence as to the closing hereunder. Except as otherwise expressly
provided in this Section 9.2, the Closing Date may not be extended without
the prior written approval of both Seller and Buyer (which approval may be
given or withheld in the party’s sole discretion).  The Close of Escrow hereunder shall mean the
date that Seller’s Deed conveying title to the Property is recorded in the
Official Records of Santa Clara County and Seller has received the Purchase
Price less Seller’s share of closing costs and other charges allocated to Seller
hereunder.


 


9.3           Deposit of Documents.


 


(a)           Prior to release to Seller of the
Deposit, Seller shall deposit into escrow the following items:


 


(i)            the duly executed and acknowledged Deed,
in the form attached hereto as Exhibit C, conveying the Property to
Buyer;


 


(ii)           a duly executed non-foreign affidavit in
compliance with Section 1445 of the Internal Revenue Code of 1986, as
amended; and


 


(iii)          a duly executed Withholding Exemption
Certificate in compliance with California law (From 593-C or its equivalent).


 


(b)           At least one (1) business day prior
to the Closing, Buyer shall deposit into escrow the funds necessary to close
this transaction.


 


(c)           Buyer and Seller shall each deposit such
other instruments as are reasonably required by the Title Company or otherwise
required to close the escrow and consummate the purchase and sale of the
Property in accordance with the terms hereof


 


14

















 


9.4           Prorations and Closing Costs.


 


(a)           Real property taxes and assessments,
water, sewer and utility charges (calculated on the basis of the period
covered) and any other expenses normal to the operation and maintenance of the
Property shall all be prorated as of the Closing, on the basis of a 360-day
year. Seller and Buyer hereby agree that if any of the aforesaid prorations are
not calculated accurately on the Closing Date, then the same shall be
recalculated as soon as reasonably practicable after the Closing Date and
either party owing the other party a sum of money based on such subsequent
proration(s) shall promptly pay said sum to the other party, and the
releases and waivers set forth in Article 5 shall not apply thereto.


 


(b)           Seller shall pay any County transfer
taxes incurred in connection with the conveyance of the Property from Seller to
Buyer. Seller shall pay the premium for that portion of the Title Policy that
is allocable to a CLTA policy of title insurance. The cost of Buyer’s title
endorsements, if any, and the excess cost of an ALTA extended owner’s policy if
one is issued in connection with this transaction also shall be paid by Buyer.
The escrow fees incurred in connection with the consummation of the transaction
described herein and any other closing costs shall be shared by the parties as
is customary in Santa Clara County, California. 
Except as otherwise provided in Section 12.6 below, each party
shall bear its own costs for legal counsel incurred in this transaction.


 


9.5           Possession.


 


If escrow closes hereunder, Seller shall deliver
possession of the Property to Buyer on the Closing Date.


 


ARTICLE 10

REPRESENTATIONS AND WARRANTIES


 


10.1         Seller’s Representations and Warranties.


 


Seller hereby represents and warrants to Buyer the
matters set forth below, and states that these representations are true and correct
as of the date hereof and as of the Close of Escrow:


 


(a)           Authority.  Seller has
full right and power and authority to enter into and perform this Agreement and
to sell the Property to Buyer.  This
Agreement has been duly and validly authorized, executed and delivered by
Seller.  All the documents executed by
Seller in connection with the closing under this Agreement will be duly
authorized, executed and delivered by Seller. The person(s) executing this
Agreement on behalf of Seller have the legal power, right and actual authority
to bind Seller to the terms and conditions of this Agreement.


 


(b)           Solvency.  Seller has
not (i) made a general assignment for the benefit of creditors (ii) filed
any voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by creditors, (iii) suffered the appointment of a receiver to
take possession of all or substantially all of such person’s assets, (iv) suffered
the attachment or other judicial seizure of all, or substantially all, of
Seller’s assets, (v) admitted in writing its inability to pay its debts as
they come due, or (vi) made an offer of settlement, extension or
composition to its creditors generally.


 


15

















 


(c)           Other Agreements; Third Party Consents. 
To Seller’s current actual knowledge, the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, will
not conflict with or constitute a default under any of the terms, conditions or
provisions of any other agreement to which Seller is a party or by which Seller
is bound. To Seller’s current actual knowledge, no consents or waivers of or by
any third party are necessary to permit the consummation by Seller of the
transaction contemplated by this Agreement.


 


(d)           Leases.  To Seller’s
knowledge, there are no leases, licenses, occupancy agreements, or any
unrecorded possessory interests or unrecorded easements affecting the Property.


 


(e)           Taxes and Assessments. 
True and complete copies of the most recent real estate tax bills for
the Property have been delivered to Buyer. 
Except for Proposition 8 tax appeals filed by Seller with respect to the
Property, Seller has not filed, and has not retained anyone to file, notices of
protests against, or to commence action to review, real property tax
assessments against the Property (it being understood and agreed that any tax
refunds allocable to the period prior to the Closing shall be the property of
Seller and Buyer shall not have any interest in such refunds).


 


(f)            Condemnation. 
To Seller’s knowledge, no condemnation proceedings relating to the
Property are pending or threatened.


 


(g)           Insurance.  To Seller’s
knowledge, Seller has not received any written notice from any insurance
company or board of fire underwriters of any defects or inadequacies in or on
the Property or any part or component thereof that would materially and
adversely affect the insurability of the Property or cause any material
increase in the premiums for insurance for the Property that have not been
cured or repaired.


 


(h)           Compliance.  Seller has
not received any written notice that the Property or the operations thereof are
not in compliance with applicable laws, ordinances, codes, resolutions, rules,
regulations, judgments, orders, covenants, conditions, restrictions, whether
federal, state, local, foreign, public or private, including, without
limitation, the Americans with Disabilities Act of 1990 and all regulations
promulgated pursuant thereto. Seller has not received any request, either
formal or informal, oral or written, that Seller modify or terminate any use of
the Property.  To Seller’s knowledge,
there are no pending or contemplated zoning or other land use regulation
proceedings which would affect the use, operation or value of the Property.


 


(i)            Documents.  To Seller’s
knowledge, all of the documents which have been delivered or made available to
Buyer by or on behalf of Seller (i) are true, correct and complete copies
of what they purport to be, (ii) represent truly the factual matters
stated therein, (iii) are in full force and effect except to the extent
any such document(s) has expired in accordance with its respective terms, (iv) have
not been modified, except as set forth therein, and (v) do not omit any
information required to make the submission thereof accurate and complete in
all material respects.  Notwithstanding
the foregoing, Seller makes no representation nor warranty that any reports,
opinions, or documents prepared by any third party (“Third Party Materials”) are true or correct, nor shall Seller
have any liability arising therefrom.


 


16

















 


(j)            Litigation.  To Seller’s
knowledge, there are no actions, suits, proceedings, judgments, orders, decrees
or governmental investigations pending or threatened against the Property or
Seller which could affect the Property or the purchase, development, use or
enjoyment thereof by Buyer.


 


(k)           Agreements with Governmental Authorities. 
To Seller’s knowledge, there are no agreements with governmental
authorities, agencies, utilities or quasi-governmental entities which affect
the Property and to which Seller is a party except those agreements which are
identified in the Preliminary Title Report and those matters which are
disclosed by the Survey.


 


(l)            No Consent.  No consent
from or notice to any federal, state or local court or federal, state, or local
government bureau, department, commission or agency, or any other person or
entity whether or not governmental in character, is required to permit Seller
to execute, deliver and perform this Agreement in accordance with its terms,
other than consents which have been obtained or will be obtained by Closing.


 


(m)          Title to the Property. 
To Seller’s knowledge, there are no unrecorded or undisclosed documents
or other matters which affect title to the Property.  No person holding a security interest in the
Property or any part thereof has the right to consent or deny consent to the
sale of the Property as contemplated herein, and Seller has the right to pay
off such person and to remove all such liens as of the Closing Date.


 


(n)           Hazardous Materials.


 


(i)            Definitions. 
For purposes of this Agreement:


 


A.            “Environmental Laws”
means the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, 42 U.S.C. Sections 9601, et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq.,
the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq.,
the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.,
the Clean Water Act, 33 U.S.C. Sections 1251 et seq., as
said laws have been supplemented or amended to date, the regulations
promulgated pursuant to said laws and any other federal, state or local law,
statute, rule, regulation or ordinance which regulates or proscribes the use,
storage, disposal, presence, cleanup, transportation or Release or threatened
Release into the environment of Hazardous Material.


 


B.            “Hazardous Material”
means any substance which is (i) designated, defined, classified or
regulated as a hazardous substance, hazardous material, hazardous waste,
pollutant or contaminant under any Environmental Law, as currently in effect or
as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including
crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) asbestos,
(v) flammable explosives, (vi) infectious materials, (vii) radioactive
materials, (viii) carcinogenic, or (iv) a reproductive toxicant.  A “Hazardous
Material Condition” means any presence in, on, under or about the
Property of any Hazardous Material.


 


(ii)           Environmental Condition. 
Except as may be set forth in any of the Documents identified on Exhibit B
in Seller’s possession or control, Seller has no knowledge of


 


17

















 


any Hazardous Material
Condition in violation of any Environmental Laws affecting the Property.


 


(iii)          Reports.  There are no
reports, data, surveys, maps, assessments or other documents in the possession
or control of Seller or, to Seller’s knowledge, in the possession or control of
Seller’s contractors or consultants, concerning the environmental condition of
the Property or any Hazardous Material Conditions on or under the Property or
in the ambient air at the Property, except for the Phase I Report referenced in
Exhibit B and any others delivered (or to be delivered) to Buyer pursuant
to this Agreement.


 


(o)           OFAC.  Neither
Seller, nor any of Seller’s owners, or any of their respective trustees, is
named as a “Specially Designated National and Blocked Person” as designated by
the United States Department of the Treasury’s Office of Foreign Assets Control
or as a person, group, entity or nation designated in Presidential Executive
Order 13224 as a person who commits, threatens to commit, or supports
terrorism; (ii) Seller is not owned or controlled, directly or indirectly,
by the government of any country that is subject to a United States Embargo;
and (iii) Seller is not acting, directly or indirectly, for or on behalf
of any person, group, entity or nation named by the United States Treasury
Department as a “Specially Designated National and Blocked Person,” or for or
on behalf of any person, group, entity or nation designated in Presidential
Executive Order 13224 as a person who commits, threatens to commit, or supports
terrorism; and (iv) Seller is not engaged in this transaction directly or
indirectly on behalf of, or facilitating this transaction directly or
indirectly on behalf of, any such person, group, entity or nation.


 


For purposes of the representations and warranties
referred to above, the term “to Seller’s current actual knowledge,” or words to
like effect, shall mean the current actual knowledge (without any inquiry or
investigation or duty of inquiry or investigation) of Khalil Jenab.  Seller hereby represents and warrants that
Khalil Jenab is the person most familiar with the condition and operation of
the Property and the matters which are the subject of the foregong representations
and warranties.  In the event of any
breach of any representation or warranty by Seller above, then Khalil Jenab
shall not be personally liable for such breach and recourse may not be had
against Khalil Jenab personally except to the extent that Khalil Jenab would
otherwise have liability as one of the Sellers pursuant to this Agreement.


 


10.2         New Information.


 


The preceding notwithstanding, Seller shall promptly
advise Buyer if Seller acquires any information following the Effective Date
which would make any of the representations and warranties set forth in Section 10.1
above untrue; provided that it shall not be a breach of such representation or
warranty if the new information which renders the representation or warranty
untrue was not known by Seller as of the Effective Date. If Seller or Buyer
acquires any new information following the Effective Date which would make any
of the representations or warranties untrue and such new information materially
and adversely affects the value or Buyer’s use of the Property intended as of
the Effective Date, then, as Buyer’s sole remedy, Buyer shall have the right to
terminate this Agreement by delivery of written notice to Seller and, in the
event of such termination, all rights and obligations under this Agreement
(except those that expressly survive the termination of this Agreement) shall
cease and the Deposit paid by


 


18

















 


Buyer hereunder shall be
promptly returned to Buyer as Buyer’s sole remedy; provided, however, if the
new information causing any representation or warranty to be untrue is caused
by an act(s) of Buyer or any of the agents, employees, contractors or
other representatives of Buyer, then Buyer shall not have the right to
terminate this Agreement or receive the return of Buyer’s Deposit as provided
in this Section.  The provisions of the
immediately preceding sentence shall survive the Close of Escrow.


 


10.3         Buyer’s Representations and Warranties.


 


Buyer hereby represents and warrants to Seller the
matters set forth below, and states that these representations are true and
correct as of the date hereof and as of the Close of Escrow:


 


(a)           Organization and Authority. 
Buyer is duly formed, validly existing and is in good standing under the
laws of the State of Delaware and is qualified to transact intrastate business
in the State of California. Buyer has full right and power and authority to
enter into and perform this Agreement and to purchase the Property from
Seller.  This Agreement has been duly and
validly authorized, executed and delivered by Buyer.  All the documents executed by Buyer in
connection with the closing under this Agreement will be duly authorized,
executed and delivered by Buyer. The person(s) executing this Agreement on
behalf of Buyer have the legal power, right and actual authority to bind Buyer
to the terms and conditions of this Agreement.


 


(b)           Solvency.  Buyer has not
(i) made a general assignment for the benefit of creditors (ii) filed
any voluntary petition in bankruptcy or suffered the filing of an involuntary
petition by creditors, (iii) suffered the appointment of a receiver to
take possession of all or substantially all of such person’s assets, (iv) suffered
the attachment or other judicial seizure of all, or substantially all, of Buyer’s
assets, (v) admitted in writing its inability to pay its debts as they
come due, or (vi) made an offer of settlement, extension or composition to
its creditors generally.


 


(c)           Other Agreements; Third Party Consents. 
To Buyer’s current actual knowledge, the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby, will
not conflict with or constitute a default under any of the terms, conditions or
provisions of any other agreement to which Buyer is a party or by which Buyer
is bound. To Buyer’s current actual knowledge, no consents or waivers of or by
any third party are necessary to permit the consummation by Buyer of the
transaction contemplated by this Agreement.


 


(d)           OFAC.  Neither
Buyer, nor any of Buyer’s officers or directors is named as a “Specially
Designated National and Blocked Person” as designated by the United States
Department of the Treasury’s Office of Foreign Assets Control or as a person,
group, entity or nation designated in Presidential Executive Order 13224 as a
person who commits, threatens to commit, or supports terrorism; (ii) Buyer
is not owned or controlled, directly or indirectly, by the government of any
country that is subject to a United States Embargo; and (iii) Buyer is not
acting, directly or indirectly, for or on behalf of any person, group, entity
or nation named by the United States Treasury Department as a “Specially
Designated National and Blocked Person”, or for or on behalf of any person,
group, entity or nation designated in Presidential Executive Order 13224 as a
person who commits, threatens to commit, or supports terrorism; and that Buyer
is


 


19

















 


not engaged in this
transaction directly or indirectly on behalf of, or facilitating this
transaction directly or indirectly on behalf of, any such person, group, entity
or nation.


 


10.4         Survival.


 


The representations and warranties set forth in this
Agreement (excepting therefrom the representations or warranties set forth in Section 10.1(a) and
10.3(a) above, which shall survive the Close of Escrow indefinitely) shall
survive the Close of Escrow for a period of one (1) year following
Closing.  Buyer shall be deemed to have
waived its right to bring a claim against Seller based on a breach of any
representation or warranty set forth in this Agreement (other than those set
forth in Sections 10.1(a) through 10.3(a) above) unless Buyer shall
have asserted a claim against Seller in writing based on such breach of such
applicable representation or warranty within one (1) year following the
Close of Escrow.  Seller shall be deemed
to have waived its right to bring a claim against Buyer based on a breach of
any representation or warranty set forth in Section 10.3(b) or Section 10.3(c) above
unless Seller shall have asserted a claim against Buyer in writing based on
such breach of such applicable Section within one (1) year following
the Close of Escrow.  Seller shall
have no liability to Buyer for a breach of any representation or warranty set
forth in Section 10.1 unless the valid claims for all such breaches
collectively aggregate more than Fifteen Thousand Dollars ($15,000.00), and
unless written notice containing a description of the specific nature of such
breach shall have been given by Buyer to Seller prior to the expiration of the
aforesaid one (1) year survival period and any action shall have been
commenced by Buyer against Seller within one (1) year of Closing.  The provisions of this Section 10.4 shall survive
the Close of Escrow hereunder.


 


ARTICLE 11

DEFAULTS


 


11.1         Buyer’s Default.


 


(a)           Default.  Buyer shall be
deemed to be in default under this Agreement if Buyer fails, for reasons other
than Seller’s default hereunder or the failure of a condition precedent to
Buyer’s obligation to perform hereunder, to meet, comply with or perform any
covenant, agreement or obligation on Buyer’s part required within the time
limits and in the manner required in this Agreement or there shall have
occurred a material breach of any representation or warranty made by Buyer.


 


(b)           Liquidated Damages. 
If Buyer defaults in the obligation to purchase the Property, Seller
shall be entitled to receive and retain the Deposit as liquidated damages
pursuant to Section 1.2(b)(iii) of this Agreement.


 


11.2         Seller’s Default.


 


(a)           Default.  Seller shall
be deemed to be in default under this Agreement if Seller fails, for a reason
other than Buyer’s default hereunder or the failure of a condition precedent to
Seller’s obligation to perform hereunder, to meet, comply with, or perform any
covenant, agreement or obligation on its part required within the time limits
and in the manner required in the Agreement, or there shall have occurred a
material breach of any representation or warranty made by Seller.


 


20

















 


(b)           Remedies Before Closing. 
If Seller shall be deemed in default under Section 11.2(a) at
or before Closing, and Buyer does not waive such default, Buyer may pursue one
of the following remedies, each of which shall be Buyer’s sole and exclusive
remedy:


 


(i)            Enforce specific performance of this
Agreement against Seller, in which case Buyer shall have no claim for damages
or any other remedy against Seller; provided, however, if Buyer fails to file
suit for specific performance against Seller in a court having jurisdiction in
Santa Clara County on or before the date ninety (90) days following the date
upon which the Closing hereunder was to have occurred, then Buyer shall be
deemed to have elected to terminate this Agreement and receive back the return
of its Deposit as provided in Section 11.2(b)(ii) below.  Buyer shall only be entitled to bring a
specific performance action against Seller if Seller breaches its obligation to
convey the Property to Buyer.


 


(ii)           Terminate this Agreement by written
notice delivered to Seller on or before the Closing Date, and Buyer shall be
entitled to the return of its Deposit and any actual damages incurred, provided
that such damages shall in no event exceed Two Hundred Thousand Dollars
($200,000).


 


(c)           Remedies After Closing.


 


(i)            If the Closing has occurred, Buyer shall
not be entitled to bring a claim against Seller unless Buyer establishes that
Seller shall have materially breached a representation or warranty contained in
Section 10.1 or any other provision of this Agreement that has not
terminated, in which case, subject to Section 10.4 above, Buyer may seek
its actual damages by reason thereof (not to exceed Two Hundred Thousand
Dollars ($200,000.00), but shall not be entitled to consequential, punitive or
exemplary damages. All other claims of Buyer against Seller shall be deemed
waived to the extent provided in Section 5.2 above.


 


(ii)           Buyer shall not be entitled to bring any
claim against Seller for misrepresentation or breach of warranty if and to the extent
Buyer or Buyer’s agents or employees had actual knowledge before Closing of the
existence of any condition, fact or circumstance giving rise or relating to
such claim, or with respect to any information expressly described in or
disclosed by any report delivered to Buyer.


 


(d)           Termination Procedure. 
Upon termination of this Agreement in accordance with this Section 11.2,
the Deposit made by Buyer hereunder shall be promptly returned to Buyer.  Seller shall be responsible for all
cancellation charges and escrow charges required to be paid to the Title
Company.  Buyer acknowledges and agrees
that the provisions of Section 11.2 of this Agreement were specifically
bargained for between Seller and Buyer and are reasonable.


 


(e)           Limitation of Liability. 
Notwithstanding anything to the contrary contained in this Agreement,
Buyer agrees that its recourse against Seller under this Agreement or under any
other agreement, document, certificate or instrument delivered by Seller to
Buyer, or under any law applicable to the Property or this transaction, shall
be strictly limited to Seller’s interest in the Property (or upon consummation
of the transaction contemplated hereunder, to the net proceeds of the sale
thereof actually received by Seller), and that in no event shall Buyer seek


 


21

















 


or obtain any recovery or
judgment against any of Seller’s other assets (if any) or against any of the
individual trustees of the trusts comprising Seller.


 


	
   

  	
  Buyer’s
  Initials:

  	
  DMS

  	
   

  



 


ARTICLE 12

MISCELLANEOUS


 


12.1         Notices.  Any notices
required or permitted to be given hereunder shall be given in writing and
delivered by U.S. Mail, registered or certified, return receipt requested,
postage prepaid, or by overnight delivery service which provides a receipt of
delivery, or by personal delivery with an executed receipt of delivery, or by
facsimile transmission.  Notices and/or
demands shall be addressed as follows:


 


	
  To Buyer:

  	
  GSI
  Technology, Inc.

  
	
   

  	
  2360
  Owen Street

  
	
   

  	
  Santa
  Clara, CA 95054

  
	
   

  	
  Attn:
  Doug Schirle, Chief Financial Officer

  
	
   

  	
  Fax
  No.:  (408) 980-8377

  
	
   

  	
   

  
	
  With a copy to:

  	
  Equus
  Associates

  
	
   

  	
  333
  Cobalt Way, Ste. 107

  
	
   

  	
  Sunnyvale,
  CA 94085

  
	
   

  	
  Attn:
  Michael Bini

  
	
   

  	
  Fax
  No.:  (408) 245-4008

  
	
   

  	
   

  
	
  To Seller:

  	
  James
  S. Lindsey

  
	
   

  	
  18
  Cypress Avenue

  
	
   

  	
  Kentfield,
  CA 94904

  
	
   

  	
  Fax
  No.:  (415) 453-8465

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Kalil Jenab

  
	
   

  	
  c/o NAI BT Commercial

  
	
   

  	
  1950 University Ave,
  Suite 220

  
	
   

  	
  East Palo Alto, CA 94303

  
	
   

  	
  Fax No.: (408) 200-8800

  



 


or to such other address as either party may from time
to time specify in writing to the other party. 
Notices as aforesaid shall be effective upon actual receipt or first
refused attempt of delivery as shown on return receipt or receipt of delivery
if delivered by courier or U.S. Mail, and upon confirmation of transmission by
facsimile if transmitted before 5:00 p.m. PST on regular business days
(and if transmitted after 5:00 p.m. PST or on a non-business day, then
deemed received on the next succeeding business day) provided such facsimile
notice or demand


 


22

















 


is also sent by one of the other methods of delivery
set forth above on the same date or next succeeding business day as the
facsimile notice is sent.


 


12.2         Entire Agreement.


 


This Agreement, together with the Exhibits hereto,
contains all representations, warranties and covenants made by Buyer and Seller
and constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof. 
Any prior correspondence, memoranda or agreements are replaced in total
by this Agreement together with the Exhibits hereto.


 


12.3         Confidentiality.


 


Neither Seller nor Buyer shall make any public
announcement or disclosure of Confidential Information, as defined in Section 2.1(c) to
outside brokers or third parties before the Close of Escrow, without the
specific prior written consent of the other, except for such disclosures to the
parties’ lenders, partners, members, officers, trustees, employees, agents
(including either party’s broker in this transaction), consultants, attorneys,
accountants, and exchange facilitators as may be necessary to permit each party
to perform its obligations hereunder and as required to comply with applicable
laws; provided, however, nothing stated herein shall be construed to allow
Buyer to release the economic terms of this Agreement to any broker or other
party, except as provided for in this Section 12.3.  Notwithstanding anything to the contrary
contained herein, the foregoing covenants made by Buyer and Seller with respect
to Confidential Information shall expressly not include (i) any disclosure
or dissemination of portions of the Confidential Information to the extent
legally compelled to do so or otherwise required by law, statute, court order
or subpoena, or (ii) any information or Documents which are public record
or the contents of which are otherwise in the public domain or known to third
parties.  Buyer’s obligations under this Section 12.3
shall survive the termination of this Agreement in the event that no Closing takes
place.


 


12.4         Time.


 


Time is of the essence in the performance of each of
the parties’ respective obligations contained herein.


 


12.5         ALTA Survey.


 


Without any representations and warranties except set
forth in this Agreement, Seller will deliver a copy of an ALTA survey completed
by Kier & Wright on October 29, 2008.


 


12.6         Tax Deferred Exchange.


 


Each party agrees to reasonably cooperate with the
other in the event a party attempts to effectuate a Section 1031 exchange
with respect to the Property.  Such
reasonable cooperation shall not require the cooperating party to obtain title
to any exchange or target property, execute any promissory note or other
document or instrument which would or could impose personal liability upon such
cooperating party, or incur any additional expense, cost or liability
whatsoever (including, but not limited to, liabilities or warranties of title,
or assumption of


 


23

















 


indebtedness) with regard
to the Section 1031 exchange or exchanges. 
If Buyer is the party desiring to effect a Section 1031 exchange
with respect to the Property, Seller agrees to convey title to the Property at
Closing to a qualified intermediary designated by Buyer if so requested by
Buyer in writing. The party attempting to effectuate a Section 1031
exchange hereby agrees to indemnify, defend and hold harmless the other party
from any claim, damage, liability, demand, cause of action, loss, cost, or
expense (including, without limitation, reasonable attorney’s fees) the other
party may suffer or incur as a result of the cooperating party’s participation
in the aforesaid exchange or exchanges. 
Notwithstanding the foregoing, a cooperating party’s agreement hereunder
to participate in a tax-deferred exchange or exchanges shall not extend the
closing date hereunder.  A cooperating
party in such 1031 exchange shall not, by this Agreement or acquiescence to the
exchange contemplated by this Section 12.6, (x) have its rights under
this Agreement affected or diminished in any manner, or (y) be responsible
for compliance with or be deemed to have warranted to the other party that any
exchange in fact complies with Section 1031 of the Internal Revenue Code
of 1986, as amended. The obligations of Seller and Buyer under this Section 12.6
shall survive the Close of Escrow.


 


12.7         Assignment.


 


(a)           This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns.


 


(b)           Except in the event of an assignment to a
qualified intermediary pursuant to Section 12.6 above, Buyer shall not
assign or transfer this Agreement or any of its rights or obligations under
this Agreement to any person or entity without first obtaining Seller’s written
consent thereto (which consent may be given or withheld in Seller’s sole and
subjective discretion); provided, however, Buyer shall have the right, without
obtaining Seller’s written consent but upon written notice given to Seller not
later than ten (10) days prior to the scheduled close of escrow hereunder
(which notice shall include the name of Buyer’s assignee and the signature
block for such assignee), to assign this Agreement to an entity controlled by,
controlling or in common control with Buyer or a principal of Buyer.  Any assignee of Buyer’s rights or obligations
hereunder or in this Agreement, or any portion thereof, shall, as a condition
to the effectiveness of such assignment, expressly assume in writing all of
Buyer’s obligations under this Agreement and agree in writing to be bound by
all of the terms of this Agreement as if such assignee had executed this
Agreement as the original Buyer. 
Notwithstanding such assignment, Buyer shall not be released or relieved
of any of its obligations under this Agreement.


 


12.8         Counterparts.


 


This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.


 


12.9         Governing Law.


 


This Agreement shall be governed by and construed in
accordance with the laws of the State of California.


 


24
















 


12.10       Interpretation of Agreement.


 


Notwithstanding that Seller’s legal counsel has
drafted this Agreement, the doctrine or rule of construction that
ambiguities in a written instrument are to be construed against the drafting
party shall not be employed in connection with this Agreement.  This Agreement shall be construed in
accordance with its fair meaning. The article, section and other headings of
this Agreement are for convenience of reference only and shall not be construed
to affect the meaning of any provision contained herein.  Where the context so requires, the use of the
singular shall include the plural and vice versa and the use of the masculine
shall include the feminine and the neuter. 
The term “person” shall include any individual, partnership, joint
venture, corporation, trust, unincorporated association, limited liability
company, any other entity and any government or any department or agency
thereof, whether acting in an individual, fiduciary or other capacity.


 


12.11       Authority.


 


Each party represents and warrants to the other that
this Agreement and all documents executed by the representing party which are
to be delivered to the other party at Closing (a) are or at the time of
Closing will be duly authorized, executed and delivered by the representing
party, and (b) are or at the time of Closing will be legal, valid and
binding obligations of the representing party. 
The representations and warranties contained in this Section 12.11
shall survive the Closing.


 


12.12       Amendments.


 


This Agreement may be amended or modified only by a
written instrument signed by Buyer and Seller.


 


12.13       No Recording.


 


Neither this Agreement or any memorandum or short form
thereof may be recorded by Buyer.


 


12.14       Further Documents.


 


In connection with the closing of the transaction
described herein, each party agrees to execute and deliver any further
documents which may be reasonable and necessary in carrying out the provisions
of this Agreement.


 


12.15       Buyer’s Work Product.


 


If the Closing hereunder does not occur for any reason
other than Seller’s material breach of this Agreement, then all studies,
surveys, reports, test results, analyses, architecture, plans, drawings
(including, without limitation CAD drawings), engineering and other work
product concerning the Property, or applicable portion thereof, prepared by,
for or on behalf of Buyer (collectively, “Buyer’s Work Product”) shall at the
option of Seller, following written request therefor by Seller to Buyer,
promptly be delivered and assigned to Seller free and clear of all claims and
at no cost, expense or liability to Seller. Buyer’s obligation under the
immediately


 


25

















 


preceding sentence shall
survive the termination of this Agreement. Buyer shall not be required to
deliver to Seller any internally prepared financial reports or financial
analyses concerning the valuation of the Property.  Any Buyer’s Reports delivered to Seller at
Seller’s request pursuant to this Section 12.15 shall be delivered by Buyer
to Seller without representation or warranty.


 


[balance
of page is intentionally left blank; signature page follows on next
page]


 


26

















 


The parties hereto have executed this Agreement as of
the day and year set forth below.


 


	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James
  S. Lindsey and Sally K. Lindsey, trustees, or their successors, of The
  Lindsey Family Trust dated May 25, 2004.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  James S. Lindsey

  
	
   

  	
   

  	
   

  	
  James
  S. Lindsey, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Sally K. Lindsey

  
	
   

  	
   

  	
   

  	
  Sally
  K. Lindsey, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  September 22,
  2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Khalil
  Jenab and Tiffany Renee Jenab, Trustees of the Jenab Family 1997 Trust dated
  December 11, 1997 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Khalil Jenab

  
	
   

  	
   

  	
   

  	
  Khalil Jenab, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Tiffany Renee Jenab

  
	
   

  	
   

  	
   

  	
  Tiffany
  Renee Jenab, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  September 22,
  2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUYER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GSI
  Technology, Inc., or nominee 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lee-Lean Shu

  
	
   

  	
   

  	
  Name:

  	
  Lee-Lean
  Shu

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Douglas M. Schirle

  
	
   

  	
   

  	
  Name:

  	
  Douglas
  M. Schirle

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  September
  22, 2009

  



 


27

















 


EXHIBIT A


 


LEGAL DESCRIPTION OF PROPERTY


 


Real property in the City of Sunnyvale, County of
Santa Clara, State of California, described as follows:


 


Parcel B, as shown on that Parcel Map filed for record
in the Office of the Recorder of the County of Santa Clara, State of California
on June 6, 1973 in Book 324 of Maps, page 24.


 


APN:
104-32-029-00


 


1

















 


EXHIBIT B


 


LIST OF DOCUMENTS TO BE DELIVERED OR MADE AVAILABLE TO
BUYER


 


1213 Elko Drive, Sunnyvale, California


 


August 6, 2009


 


1)             Lease Restoration Invoice from OPI
Commercial Builders dated June 15, 2005.


 


2)             The Hartford Flood Policy Declarations,
dated September 16, 2004, and a copy of the current policy of property
insurance.


 


3)             FEMA Elevation Certificate, dated September 19,
2000.


 


4)             JCP Report, dated October 9, 2008.


 


5)             A current Natural Hazards Disclosure
Report from a third party vendor.


 


6)             Appraisal Report prepared by Jotesh (Joe)
Bhukhan, dated August 11, 2000.


 


7)             Phase I Environmental Site Assessment
prepared by Sierra Environmental, Inc., dated August 16, 2000; and
any other environmental or soils report in the possession, custody or control
of Seller.


 


8)             Current Preliminary Title Report.  (To be delivered within 5 days of the
Effective Date).


 


9)             Roof Warranty prepared by Universal
Coatings, Inc., dated April 6, 2005; and copies of any reports or
records of repair since that date.


 


10)           1213 Elko Income Report, 2004- present


 


11)           1213 Elko Expense Report, 2005-present


 


12)           ALTA Land Title Survey by Kier &
Wright, dated October 29, 2008.


 


13)           CAD Floor Plan and Site Plan by Kobza &
Associates, dated November 6, 2008.


 


14)           Any mechanical, plumbing or electrical
plans for the building;


 


15)           Copies of all real estate tax bills for
the Property for the last two tax years;


 


16)           Copies of all reports received by Seller
within three (3) years prior to the Effective Date from Seller’s insurance
companies, any governmental agency or any other person or entity, which
requires or demands correction of any condition, or requests modification in or
termination of any uses of the Property, accompanied by Seller’s summary of the
present status of any matter noted in any report;


 


1

















 


17)           Maintenance Records and Contracts.  Copies of all maintenance contracts,
maintenance records, service records, warranties, and reports pertaining to the
roof, HVAC, elevators, plumbing, electrical system, and any other operating
system of the Property. In addition, Seller shall authorize Buyer to contact
Seller’s contractors and consultants and secure from them any such records or reports
in the possession thereof.


 


18)           Access Agreements.  Copies of all documents affecting title to
the Property, including but not limited to easements, licenses, and access
agreements permitting any party access to the Property for any reason, which are
not of record.


 


2

















 


EXHIBIT C


 


	
  RECORDING
  REQUESTED BY AND

  	
   

  	
   

  
	
  WHEN
  RECORDED MAIL TO:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                                  ,
  CA

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  



 


 


	
   

  	
   

  	
  SPACE
  ABOVE THIS LINE FOR RECORDER’S USE

  



 


	
  Mail
  Tax Statements to:

  	
   

  	
  The
  undersigned or its agent declares:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Documentary
  Transfer Tax is shown on a separate sheet attached to this deed and is not a
  part of the public record.

  
	
                                  ,
  CA

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  of declarant or agent)

  



 


A.P.N. 104-32-029


 


GRANT DEED


 


FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,


 


JAMES S. LINDSEY AND SALLY K. LINDSEY, TRUSTEES, OR
THEIR SUCCESSORS, OF THE LINDSEY FAMILY TRUST DATED MAY 25, 2004, as to an
undivided 85% interest and KHALIL JENAB AND TIFFANY RENEE JENAB, AS TRUSTEES OF
THE JENAB FAMILY 1997 TRUST DATED DECEMBER 11, 1997, as to an undivided 15%
interest (“Grantor”)


 


hereby GRANT(S) to GSI Technology, Inc.


 


that certain real property in the City of Sunnyvale,
County of Santa Clara, State of California, as legally described in Exhibit A
attached hereto and made a part hereof.


 


The grant made herein shall be subject to all matters
of record affecting the real property described in Exhibit A
attached hereto and made a part hereof, and all matters that would be disclosed
by a reasonable inspection and/or survey.


 


	
   

  	
   

  	
  [Grantor
  signature on next page]

  



 


Mail Tax Statements To: Same as above


 


1

















 


IN WITNESS WHEREOF, the Grantor has executed this
instrument as of the date hereinafter written.


 


	
  Dated: 
                                ,
  2009

  	
   

  	
  GRANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  James
  S. Lindsey and Sally K. Lindsey, trustees, or their successors of The Lindsey
  Family Trust dated May 24, 2004.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  James
  S. Lindsey, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Sally
  K. Lindsey, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Khalil
  Jenab and Tiffany Renee Jenab, Trustees of the Jenab Family 1997 Trust dated
  December 11, 1997 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Khalil Jenab, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Tiffany
  Renee Jenab, Trustee

  



 


2

















 


DO
NOT RECORD


 


FILOR
REQUESTS

DO NOT RECORD STAMP VALUE


 


DECLARATION OF TAX
DUE:  SEPARATE PAPER:


(Revenue and
Taxation Code 11932-11933)


NOTE:  This
Declaration is not a public record


 


DOCUMENT #                                                


 


Property located in:


 


o         Unincorporated


 


x        City of Sunnyvale


 


APN:                104-32-029-00


 


DOCUMENTARY TRANSFER TAX


$


 


x        Computed on full value


 


o         Computed on full value less liens or
encumbrances remaining at the time of conveyance


 


CITY CONVEYANCE TAX


$


 


I declare under penalty of perjury under the laws of
the State of California that the foregoing is true and correct.


 


	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For
  (Firm Name)

  



 


1

















 


EXHIBIT A TO GRANT DEED


 


LEGAL DESCRIPTION OF PROPERTY


 


Real property in the City of Sunnyvale, County of
Santa Clara, State of California, described as follows:


 


Parcel B, as shown on that Parcel Map filed for record
in the Office of the Recorder of the County of Santa Clara, State of California
on June 6, 1973 in Book 324 of Maps, page 24.


 


APN: 104-32-029-00


 


1

















 


	
  STATE OF CALIFORNIA

  	
  

  	
  ss.

  
	
  COUNTY OF

  



 


On
                                ,
before me,
                                  ,
Notary Public, personally appeared
                                                
who proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing is true and correct.


 


WITNESS my hand and official seal.


 


	
  Signature:

  	
   

  	
    [Seal]

  



 


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EXHIBIT D


 


LIST OF CONTRACT RIGHTS


 


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