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1 PROMISSORY NOTE (Shoreline Single Family Element) $24,882,958 San Leandro, California December ___, 2022 FOR VALUE RECEIVED, the undersigned Cal Coast Companies LLC, Inc., a Delaware corporation doing business in California as Cal Coast Companies & Development ("Developer"), hereby promises to pay to the order of the City of San Leandro, a California charter city and municipal corporation ("City"), 835 E. 14th Street, San Leandro, California, 94577, the principal amount of Twenty-Four Million Eight Hundred Eighty-Two Thousand Nine Hundred Fifty-Eight Dollars ($24,882,958), plus interest thereon pursuant to Section 2 below (the “City Loan”). 1. Developer's Obligation. This promissory note (the "Note") evidences Developer's obligation to pay City the principal amount of the “City Loan” made by City to Developer pursuant to the Third Amendment to Purchase and Sale Agreement and Disposition and Development Agreement between Developer and City dated December 19, 2022 (the "Third Amendment"). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Single Family PSA (as defined in the Third Amendment). 2. Interest. The City Loan bears interest from the date of this Note at Seven and 50/100 percent (7.5%) interest on the outstanding balance, until full repayment of the outstanding balance of the City Loan. If the term of this Note is extended as provided in Section 3(b) of this Note, the rate of interest for each extended term of this Note shall be revised to the prime rate charged by United States banks in effect as of the first day of the extended term, as reported in the Wall Street Journal Money Rates Table. 3. Term and Repayment Requirements. Principal and interest under this Note is due and payable as follows: a. Payment in Full. Developer shall pay all outstanding principal and accrued interest on the City Loan, in full, on the earliest to occur of (i) an Event of Developer Default for which the City exercises its right to cause the City Loan to become immediately due and payable, and (ii) the date that is six months from the date of this Note (the “Initial Term”). b. Extensions of Payment Date. In the event that Developer is in compliance with all material requirements of this Note, the City Loan Deed of Trust, the Single Family PSA and the DDA (the "City Loan Documents"), Developer may extend the Initial Term by up to two three-month periods, by delivery of a written notice thereof to City not less than thirty (30) days prior to the end of the term of this Note. As a condition to the effectiveness of an extension, Developer shall pay to City the full amount of interest which has accrued under this Note through the last day of the current term of the Note (i.e., $933,111 for the first six month term, and $24,882,958 x the extension term interest rate x ¼ for a three month extension term).