REAL PROPERTY PURCHASE AGREEMENT
THIS REAL PROPERTY PURCHASE AGREEMENT (“Agreement”) is made as of July ____, 2001, by and between
WESTAMERICA BANK, a California state bank (the “Seller”), and HERITAGE OAKS BANK, a California state bank (the
WHEREAS the Buyer and Seller have entered into a certain Branch Purchase and Assumption Agreement of even date
herewith (the “Branch Purchase Agreement”); and
WHEREAS it is the intention of the parties to transfer to Buyer all of Seller’s right, title and interest in and to the real
property and buildings on and in which the Branches are located at the same time as the Branches are transferred to Buyer; and
WHEREAS the parties wish to make detailed provisions for the sale and conveyance of said real property and buildings
through escrow and the delivery of good title to Buyer;
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants,
agreements and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Seller and the Buyer hereby agree as follows:
ARTICLE 1. Definitions
1.1 Definitions. For purposes of this Agreement:
“Agreement” means this Real Property Purchase Agreement, including all attachments incorporated herein by reference,
as modified, amended or extended from time to time.
“Branch Purchase Agreement” means the Branch Purchase Agreement of even date herewith between the same parties.
“Closing” and “Closing Date” refer to the closing of the transactions contemplated by this Agreement, as provided for
in section 2.10 hereof.
“Parcel” means one of the parcels of real property described in section 2.2 hereof.
“Memorandum of Lease” means a notice of the existence and principal terms of one of the Branch Premises Leases, in
form sufficient to be