Salesforce.com 2010 Annual Report Download - page 153

CONFIDENTIAL TREATMENT REQUESTED
*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
12.5 Agreement Regarding Construction Obligations. Two (2) original counterparts of the Agreement Regarding Construction Obligations, duly
executed by Buyer (and, if appropriate, acknowledged), and one (1) original counterpart of a memorandum of the Agreement Regarding Construction
Obligations, duly executed by Buyer and acknowledged.
12.6 Infrastructure CFD Bond Disclosure Assumption Agreement. Three (3) original counterparts of the Infrastructure CFD Bond Disclosure
Assumption Agreement, duly executed by Buyer (and, if appropriate, acknowledged).
12.7 RMC Lease Assignment. Two (2) original counterparts of the RMC Lease Assignment, duly executed by Buyer (and, if appropriate,
acknowledged).
12.8 Other Instruments. Such other instruments and documents as are required by the terms of this Agreement (including, but not limited to,
Buyer's Closing Conditions and/or Seller's Closing Conditions).
13. Costs and Expenses. At the Close of Escrow, Seller shall pay: (a) one-half of Escrow Holder's fees and charges, (b) the portion of the premiums for
any title insurance policy obtained by Buyer (generally, "Title Policy") that would be charged if such Title Policy were a CLTA Policy, (c) the cost of any
endorsements to the Title Policy that may be necessary to insure over any Permitted Encumbrance specific to the Land that, in Buyer's sole discretion
exercised in good faith, materially and adversely affects title to, or the development or use of, the Land, and (d) all transfer taxes and/or deed stamps payable
as a result of the conveyance of title to the Land to Buyer. At the Close of Escrow, Buyer will pay: (i) one-half of Escrow Holder's fees and charges, (ii) the
portion of the premiums for the Title Policy that exceeds the premium that would be charged for a CLTA Policy, (ii) the cost of any endorsements to the Title
Policy other than the endorsements described in clause (c) above, plus the cost of any joint protection policy reasonably requested by Buyer, (iii) the
premiums for any separate title insurance policy insuring the lien of any mortgage, deed of trust, or other security instrument recorded against any portion of
the Land at the Close of Escrow, plus the cost of any endorsements to any such title insurance policy, and (iv) all recording fees. Notwithstanding the
foregoing, nothing in this Agreement shall be deemed, construed, or interpreted to require either Party to pay any of the additional transfer taxes and/or deed
stamps that will be payable as a result of the conveyance of title to the Land to Buyer if the Close of Escrow is extended to a date after November 1, 2010, and
Proposition N is approved and takes effect before the Close of Escrow occurs. Before the Close of Escrow is extended to a date after November 1, 2010, the
Parties shall agree, in good faith, as to each Party's obligation with respect to the additional transfer taxes and/or deed stamps that will be payable as a result of
the conveyance of title to the Land to Buyer if Proposition N is approved and takes effect before the Close of Escrow occurs. Except as may be expressly
provided otherwise in this Agreement, (x) each Party shall be responsible for its own expenses in connection with the negotiation and performance of this
Agreement, and (y) if, as a result of no fault of Buyer or Seller, Escrow fails to close, all of Escrow Holder's fees and charges shall be shared equally by Seller
and Buyer.
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