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2 BMDV-54329\2647927.2 (such Buyer Condition Precedent hereinafter referred to as the “Entitlements Condition”), Buyer is not required to Close on the Property unless, among other things, Buyer “has received all necessary approvals from the appropriate governmental and/or regulatory entities including but not limited to, approvals from the City, that are needed for construction, including, but not limited to, zoning approvals from the Project and all necessary entitlements.” D. Despite the somewhat uncertain economic and market conditions, Buyer has continued to work with diligence and in good faith to pursue redevelopment of the Property by, among other things, expending substantial amounts of time and monies to: (i) purchase the Adjacent Properties (as contemplated under the Purchase Agreement); (ii) retain technical consultants to prepare various geotechnical and environmental site assessments as well as conduct civil engineering work; (iii) retain legal counsel to provide guidance on the land use entitlement, CEQA, and transactional-related elements to facilitate the entitlement process and the Closing; and (iv) retain architects, other design professionals and a project management team to prepare and refine the development proposal and prepare the necessary development applications. E. City staff has also worked with diligence and in good faith to facilitate Buyer’s foregoing efforts and the ultimate conveyance of the Property as contemplated in the Purchase Agreement, and the Parties have been and continue to work cooperatively in connection with the submittal of the necessary development applications and related environmental review. Nevertheless, despite these collective diligent and good faith efforts, the Parties recognize that obtaining the necessary entitlements to proceed with the Project as contemplated by the Entitlements Condition cannot reasonably be expected to occur before December 31, 2022. F. Pursuant to the Fourth Amendment, the Due Diligence Contingency Period was extended through September 30, 2022, and the Parties desire to enter into this Fifth Amendment to extend the Due Diligence Contingency Period to November 30, 2022, and clarify that the Closing or Close of Escrow (as that term is defined in the Purchase Agreement) shall occur no later than December 31, 2022, subject to the terms and conditions set forth herein. Seller has requested that, if the Entitlements Condition remains unsatisfied on or before November 30, 2022, Buyer waive such Entitlements Condition and proceed to Closing. Buyer is willing to waive such Entitlements Condition and proceed to Closing on or before December 29, 2022, subject to the terms and conditions set forth in this Fifth Amendment. G. The Parties also desire to enter into this Fifth Amendment (1) to expressly recognize the considerations set forth in Recital D above based on a mutual recognition that the contemplated development of the Property to be proposed by Buyer for City’s consideration will consist of multi- family residential units and related amenities and improvements without a retail component (“Updated Development Proposal”). In so doing, the key goals and objectives of redeveloping an underutilized, urban infill site at a prominent corner in the City’s downtown with a vibrant, high-quality housing development and the concomitant activation of the Property and vicinity for pedestrians (particularly along East 14th Street and Davis Street) would continue to be achieved. Notwithstanding the foregoing, however, nothing in the Purchase Agreement modifies the City’s discretion with respect to the Project in accordance with the City’s normal land use approval process or obligations of Buyer in connection therewith.