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1 BMDV-54329\2647927.2 FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT Town Hall Square This FIFTH AMENDMENT OF PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Fifth Amendment”) is entered into effective as of _____________ ___, 2022 (the “Effective Date”) by and between SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO, a public agency (the “Agency”), the CITY OF SAN LEANDRO, a California charter city (the “City,” and together with the Agency, “Seller”), and BEAM DEVELOPMENT, LLC, a California limited liability company (“Buyer”). The City, Agency, and Buyer are each referred to individually as a “Party” and collectively as the “Parties”. RECITALS A. Buyer and Seller entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 7, 2017 (the “Original Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of December 4, 2018 (the “First Amendment”), that certain Second Amendment to Purchase and Sale Agreement dated as of January 30, 2020 (the “Second Amendment”), that certain Third Amendment to Purchase and Sale Agreement dated as of January 31, 2022 (the “Third Amendment”) and that certain Fourth Amendment to Purchase and Sale Agreement dated as of May 31, 2022 (the “Fourth Amendment”, and collectively with the Original Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment, the “Purchase Agreement”). B. The Purchase Agreement involves the conveyance of the Property (as that term is defined therein) from Seller to Buyer for the purpose of facilitating its ultimate redevelopment consistent with the overall land use vision and relevant goals and objectives as set forth in the City’s relevant planning documents (e.g., the City’s General Plan). The Original Agreement referenced Buyer’s intention to purchase the Property (as well as one or both of the Adjacent Properties, as that term is defined therein) in order to build a residential mixed use project (but the Original Agreement did not require the development of such project). Buyer’s desire to do so was based, in part, on a conceptual proposal prepared by Buyer that incorporated multi-family residential and retail components, which was based on available information known at the time of the Original Agreement. However, since 2017, Buyer has continued to refine the development concept for the Property to take into account the evolving circumstances including, among other things, changes related to the ever-escalating state and regional housing crisis and the associated Statewide legislation removing barriers to housing development, as well as changes in economic and related market conditions associated with rising construction costs, inflation generally, uncertainty in market demand, and shifting retail demand related to the on- going effects of the COVID-19 pandemic and other factors. C. Subsequent to the Parties entering into the Original Agreement and the First Amendment, the State Legislature adopted amendments to the Surplus Land Act, which could be interpreted to place the Purchase Agreement at risk of termination as a matter of law unless the Closing (as that term is defined therein) occurs on or before December 31, 2022. However, pursuant to a Buyer’s Condition Precedent as set forth in Section 5.2(e) of the Original Agreement