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Stock Sale Agreement <br />This Stock Sale Agreement ("Agreement") is made and entered into as of January <br />16, 2024 ("Effective Date"), by and between the City of Redlands ("City") and The <br />Dangerrnond Park Foundation, a 501(c)(3) corporation ("Buyer"). City and Buyer are <br />sometimes collectively referred to in this Agreement as the "Parties" and individually as a <br />"Party.'' <br />Y� <br />Recitals <br />WHEREAS, City is currently the registered owner of nine -hundred eleven (911) <br />shares of common stock of the South Mountain Water Company ("SMWC"); and <br />WHEREAS, City has agreed to offer Buyer the opportunity to purchase two - <br />hundred fifty (250) shares of SMWC common stock (the "Purchased Shares"); and <br />WHEREAS, Buyer desires to exercise such opportunity to purchase the Purchased <br />Shares from City, upon the terms and conditions and for the consideration set forth in this <br />Agreement; <br />NOW, THEREFORE, in consideration of the mutual covenants herein contained, <br />the Parties agree as follows: <br />Operative Provisions <br />1. Incorporation of Recitals. The Recitals set forth above are material and by this <br />reference are incorporated herein and made a part of this Agreement. <br />2. Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, <br />Buyer agrees to purchase at the Closing, defined below, and City agrees to sell the <br />Purchased Shares for the purchase price of One -Hundred Twenty -Five Thousand Dollars <br />($125,000.00) ("Purchase Price"), payable in immediately available funds at Closing. <br />3. Closing; Delivery. <br />(a) The purchase and sale of the Purchased Shares shall take place at 35 <br />Cajon Street, Redlands, California 92373, five (5) days after City approves this Agreement, <br />or at such other time and place as City and Buyer mutually agree upon, orally or in writing <br />(which time and place are designated as the "Closing"). City and Buyer currently expect <br />and will use their best efforts to ensure that Closing will occur on or before January 31, <br />2024. <br />(b) At the Closing, Buyer shall deliver to City the full Purchase Price <br />by wire transfer or other same day funds. <br />1 <br />I:\cmo\Agreements\Dangermond Park Foundation Stock Sale Agreement FY23-0006.docx-ms <br />307175222v.3 <br />