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3 BMDV-54329\2647927.2 The Alameda Countywide Oversight Board has approved this Fifth Amendment by Resolution No. ____ at its meeting on July 25, 2022. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Fifth Amendment, Buyer and Seller agree as follows: 1. Recitals. The above recitals are true, and the recitals and terms set forth therein are incorporated into this Fifth Amendment by this reference. 2. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. 3. Extension of the Due Diligence Contingency Period. The Due Diligence Contingency Period shall be extended to November 30, 2022. 4. Necessary Discretionary Entitlements; No Retail Component Required. The Parties acknowledge and agree that the Purchase Agreement does not specify the type of development project which Buyer may build upon the Property, and does not require Buyer to include a retail component in its Updated Development Proposal, in order to proceed under the Purchase Agreement. The Parties further acknowledge and agree that for Buyer to develop the Updated Development Proposal, Buyer will need to obtain City approval of a conditional use permit for multi-family residential developments located in the City’s DA-1 District (“CUP”), as well as approval of the site design (“Site Plan Review”) and a lot merger (or similar mapping mechanism) to effectuate the merger of the Property, the Adjacent Properties, and/or other relevant lands that Buyer owns (“Lot Merger”). Together, the CUP, Site Plan Review and Lot Merger are referred to herein as the “City Discretionary Entitlements”. Since the foregoing entitlements are discretionary in nature, the City will need to comply with requirements under the California Environmental Quality Act and the CEQA Guidelines (collectively, “CEQA”) prior to approving the City Discretionary Entitlements. In accordance with CEQA, the City is obligated to exercise independent review and judgment of the required CEQA document for the Updated Development Proposal and retains all discretion to review, approve, deny, or condition the City Discretionary Entitlements pursuant to its land use authority and all other applicable laws and regulations. For purposes of this Fifth Amendment, “satisfaction of the Entitlements Condition” shall mean that Buyer has obtained City approval of the City Discretionary Entitlements (as that term is defined below) with conditions imposed thereon that are reasonably acceptable to Buyer and are in accordance with all legal requirements (including, without limitation, legal nexus). 5. Put Option. Buyer has a right to right, but not an obligation, to proceed to Closing pursuant to the terms and conditions set forth herein and in the Purchase Agreement prior to satisfaction of the Entitlements Condition. If Buyer elects to waive the Entitlements Condition and proceed to Closing, in consideration thereof, Seller hereby agrees to grant Buyer the right to elect to require Seller to accept a conveyance of the Property from Buyer after the Closing Date (“Put Option”). If Buyer elects (a) to proceed with Closing and (b) to require the Put Option, Buyer shall deliver written notice to Seller of its election at least thirty (30) days in advance of Closing, but in no event later