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1 ASSET PURCHASE AND SALE AGREEMENT AND ASSIGNMENT OF LEASE This Asset Purchase and Sale Agreement and Assignment of Lease (this “Agreement”) is entered into as of September 5, 2023 (the “Effective Date”), by and between the City of San Leandro, a California municipal corporation (“City”), and Super 5 Kitchen, Inc., a California corporation (the “Seller”). Seller and City are individually referred to herein as a “Party,” and collectively referred to herein as the “Parties.” RECITALS A. Seller is the owner of the Super 5 Kitchen restaurant located within the Nimitz Motel at 555 Lewelling Boulevard, San Leandro, California (the “Restaurant”). Seller leases the Restaurant premises from Parshotam, Inc. (“Landlord”), pursuant to a Lease dated May 1, 2013, as extended by that Lease Extension dated December 20, 2019 (as extended, the “Lease”). A copy of the Lease is attached hereto as Exhibit A and incorporated herein. B. City has entered into an agreement to purchase the Nimitz Motel from Landlord. C. In connection with City’s purchase of the Nimitz Motel, the City desires to acquire from Seller the furniture, fixture, equipment and other personal property used for the operation of the Restaurant (the “Restaurant FF&E”), which is described in Exhibit “B” hereto and incorporated herein. The City further desires to obtain an assignment of the Lease from Seller. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Parties, Seller and City hereby agree as follows: 1. INCORPORATION OF RECITALS AND EXHIBITS. The Recitals set forth above and the Exhibits attached to this Agreement are each incorporated into the body of this Agreement. 2. PURCHASE AND SALE. 2.1 Agreement to Buy and Sell. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell the Restaurant FF&E to City, and City hereby agrees to purchase the Restaurant FF&E from Seller. The Restaurant FF&E shall include all of Seller’s interests in and to all personal property, tangible or intangible (including, without limitation, trade names, trademarks or intellectual property, warranties, guarantees, licenses, and all governmental approvals obtained or applied for as of the date of this Agreement relating to the Restaurant and the Restaurant FF&E), as described in the Description of Restaurant FF&E attached hereto as Exhibit “B” and incorporated herein. It is expressly acknowledged and agreed that City will not assume and shall not be liable, either expressly or impliedly, for any obligations or liabilities relating to, or arising out of, the Seller’s operation of the Restaurant, any loans obtained by Seller, any amounts owed to employees or vendors of the Restaurant, or any taxes imposed upon the Restaurant or Seller. DRAFT