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THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement ") is entered into effective as of , 2012 ( "Effective Date ") by and between the City of South San Leandro, a public body, corporate and politic, in its capacity as Successor Agency to the Redevelopment Agency of the City of San Leandro ( "City ") and Innisfree Ventures I1, LLC, a California limited liability company ( "Developer "). City and Developer are hereinafter collectively referred to as the "Parties." RECITALS A. City is the owner of the real property located at 1550 East 14 Street in the City of San Leandro and known as Alameda County Assessor's Parcel No. 077 - 0540- 009 -00 and more particularly described in Exhibit A attached hereto (the "Property "). B. Subject to the terms and conditions set forth in this Agreement: (i) the City will convey the Property to Developer, and (ii) Developer will develop a retail project on the Property as more particularly described herein. C. The City Council, the governing board of the Successor Agency, and the Oversight Board have each determined that the disposition and development of the Property pursuant to this Agreement will be of benefit to the community and to the taxing entities that will share in the property taxes assessed against the Property. D. The City Council, the governing board of the Successor Agency, and the Oversight Board have each approved the execution of this Agreement and the disposition of the Property as set forth in this Agreement, have followed all requisite procedures, and have adopted all requisite findings in connection with the foregoing. E. A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Project within the time periods specified herein and in accordance with the provisions hereof and Developer's agreement to maintain the Property, the Project, and the adjoining public improvements in accordance with the provisions of this Agreement, and the City would be unwilling to enter into this Agreement in the absence of an enforceable commitment by Developer to take such actions and complete such work in accordance with such provisions and within such time periods. NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. ARTICLE I DEFINITIONS 1.1 Definitions. The following terms shall have the meanings set forth in the Sections referenced below whenever used in this Agreement and the Exhibits attached hereto. Additional terms are defined in the Recitals and text of this Agreement. 1875524.3