FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
WITH ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH ESCROW INSTRUCTIONS, dated as of December 20, 2021 (“First Amendment”), is made by and between Synaptics Incorporated, a Delaware corporation (“Seller”) and S B C & D Co., Inc., a California corporation, dba South Bay Development Company (“Buyer”).
RECITALS
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
“If Seller elects (or is deemed to have elected as provided below) to proceed in accordance with subsection (ii) above with respect to any Disapproved Exception, then Buyer shall have until 5:00 pm Pacific Time on January 26, 2022, to either elect to proceed pursuant to the terms of this Agreement notwithstanding its objection, or terminate this Agreement (notwithstanding that Buyer may have previously delivered its Notice to Proceed to Seller), and if Buyer does not elect to terminate then Buyer shall be deemed to have elected to proceed and any
1
4866-8611-1239v1
SLF\07536255
Disapproved Exception for which Seller elected (or is deemed to have elected) to proceed under subsection (ii) above shall constitute a Permitted Exception.”
“If Buyer delivers its Notice to Proceed to Seller prior to 5:00 p.m. (Pacific Time) on the Due Diligence Expiration Date, then Buyer shall be deemed to have waived such termination right set forth in this Section 5.1(h) and to have affirmatively and expressly approved and accepted, subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 4 of this Agreement, the Property and all conditions, elements and matters pertinent thereto including, without limitation, soil conditions or any other matter which was or could have been inspected or examined by Buyer prior to the Due Diligence Expiration Date (excluding therefrom items disclosed in the PTR and/or Survey which shall be governed by Section 4 hereinabove).”
[balance of page is intentionally blank; signature page follows on next page]
2
4866-8611-1239v1
SLF\07536255
3
4866-8611-1239v1
SLF\07536255
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly executed as of the date first written above.
BUYER:
SELLER: | S B C & D CO., INC., a California corporation dba South Bay Development Company
By: /s/ Mark Regoli ______________ Title: Authorized Signatory__________
SYNAPTICS INCORPORATED, a Delaware corporation
By: /s/ John McFarland ___________ Name: John McFarland______________ Title: Senior Vice President, General Counsel and Secretary
|
4
4866-8611-1239v1
SLF\07536255