Alameda City Council
April 21, 2026

LEASE OPTION AGREEMENT
between

CITY OF ALAMEDA
and
RA
DIUM PRESENTS, INC.
____________________, 2026
Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60 Exhibit 3

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TABLE OF CONTENTS
Page
ARTICLE I THE OPTION ......................................................................................... 2

1.1. Lease Option ............................................................................................. 2 (a) Grant of Lease Option ..................................................................... 2 (b) Entitlement Authorization ................................................................ 2

1.2. Memorandum of Option ............................................................................. 3

1.3. Term .......................................................................................................... 3 (a) Initial Term ...................................................................................... 3 (b) Extended Term................................................................................ 3 (c) Early Termination by City ................................................................ 4

1.4. Method of Exercising Option ...................................................................... 4

1.5. Termination of Option Agreement .............................................................. 5

1.6. Developer Due Diligence and Conditions Precedent to Option Exercise ..................................................................................................... 5 (a) Due Diligence .................................................................................. 5 (b) Due Diligence Documents ............................................................... 5 (c) Inspection; Right of Entry ................................................................ 6 (d) Third Party Reports ......................................................................... 6 (e) Title Review .................................................................................... 6 (f) Developer’s Title Policy ................................................................... 7 (g) Parcel Map Submission and Approval ............................................ 8 (h) Pre -Development Entitlements........................................................ 8 (i) Entitlements .................................................................................... 8 (j) Work Product .................................................................................. 9

1.7. Discovery of Hazardous Materials ............................................................. 9

1.8. Performance by Developer ...................................................................... 10

ARTICLE II ADDITIONAL OBLIGATIONS IN ADVANCE OF OPTION
EXERCISE .......................................................................................... 10

2.1. Contractor ................................................................................................ 10

2.2. Schedule of Performance ........................................................................ 10

2.3. General Submissions ............................................................................... 11 (a) Roles/Responsibilities ................................................................... 11 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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(b) Balance Sheet ............................................................................... 11 (c) Litigation ........................................................................................ 11 (d) Formation Documents ................................................................... 11

2.4. Feasibility Submissions ............................................................................ 11 (a) Fundraising Feasibility Study ........................................................ 12 (b) Sustainable Operations Plan ......................................................... 12

2.5. Quarterly Reports .................................................................................... 12

2.6. Public Records ......................................................................................... 12

2.7. Site A Grading Obligation ........................................................................ 12 ARTICLE III CONSIDERATION ............................................................................... 15

3.1. Option Consideration of Developer .......................................................... 15

3.2. Consideration of City................................................................................ 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES ........................................ 15

4.1. City........................................................................................................... 15 (a) Authority ........................................................................................ 16 (b) Foreign Person.............................................................................. 16 (c) No Broker ...................................................................................... 16 (d) No Conflict .................................................................................... 16 (e) Pending Litigation .......................................................................... 16 (f) Violations of Law ........................................................................... 16 (g) Eminent Domain ............................................................................ 16 (h) Governmental Proceedings ........................................................... 16 (i) Contracts and Other Agreements .................................................. 16 (j) Other Contracts to Convey Property ............................................. 17 (k) Hazardous Material ....................................................................... 17 (l) Condition of Property .................................................................... 17 (m) City Representatives ..................................................................... 17

4.2. Developer ................................................................................................ 17 (a) Authority ........................................................................................ 17 (b) No Broker ...................................................................................... 18 (c) No Vio
lation ................................................................................... 18 (d) Bankruptcy .................................................................................... 18 (e) Threatened Actions ....................................................................... 18 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4921-1419-3224 v35 iii
ARTICLE V COVENANTS ...................................................................................... 18

5.1. City........................................................................................................... 18 (a) Cooperation .................................................................................. 18 (b) Contracts, Licenses and Permits ................................................... 18 (c) Liens; Mechanic's Liens ................................................................ 19 (d) Existing Service Contracts, Etc ..................................................... 19 (e) City Indemnity ............................................................................... 19

5.2. Developer ................................................................................................ 20 ARTICLE VI CONDITIONS PRECEDENT ............................................................... 21

6.1. City........................................................................................................... 21 (a) Pre-Development Entitlements...................................................... 21 (b) Funding ......................................................................................... 21 (c) Building Permits ............................................................................ 21 (d) No Default ..................................................................................... 22 (e) Delivery of Documents .................................................................. 22 (f) Representations and Warranties ................................................... 22 (g) Financial Ability ............................................................................. 22 (h) Rent .............................................................................................. 22 (i) Other Agreements ......................................................................... 22 (j) Project Stabilization Agreement and Prevailing Wages ................ 22 (k) Adverse Actions ............................................................................ 22

6.2. Developer ................................................................................................ 23 (a) Title ............................................................................................... 23 (b) No Default ..................................................................................... 23 (c) Representations and Warranties ................................................... 23 (d) Delivery of Closing Documents ..................................................... 23 (e) Other Agreements ......................................................................... 23 (f) Adverse Actions ............................................................................ 23 (g) Hazardous Material ....................................................................... 23 (h) No Material Cha
nges .................................................................... 23 (i) Site A Grading ............................................................................... 24 ARTICLE VII CLOSING ............................................................................................ 24

7.1. Place and Date ........................................................................................ 24 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4921-1419-3224 v35 iv

7.2. Closing ..................................................................................................... 24

7.3. Closing Prorations and Adjustments ........................................................ 24

7.4. City’s Closing Obligations ........................................................................ 25 (a) Ground Lease ............................................................................... 25 (b) Memorandum of Lease ................................................................. 25 (c) Withholding Liability Forms ........................................................... 25 (d) Authority ........................................................................................ 26 (e) Transfer Tax Declaration ............................................................... 26 (f) Other Documents .......................................................................... 26

7.5. Developer's Closing Obligations .............................................................. 26 (a) Ground Lease ............................................................................... 26 (b) Memorandum of Lease ................................................................. 26 (c) Authority ........................................................................................ 26 (d) Rent .............................................................................................. 26 (e) Other Funds .................................................................................. 26

7.6. Close of Escrow ....................................................................................... 26

7.7. Termination of Escrow ............................................................................. 27

7.8. Possession .............................................................................................. 27 ARTICLE VIII GENERAL PROVISIONS .................................................................... 27

8.1. Notices ..................................................................................................... 27

8.2. Defaults .................................................................................................... 28 (a) Developer Default ......................................................................... 28 (b) City Default ................................................................................... 28

8.3. Governing Law ......................................................................................... 29

8.4. No Recovery of Attorney’s Fees or Costs ................................................ 29

8.5. Construction ............................................................................................. 29

8.6. Terms Generally ...................................................................................... 29

8.7. Further Assurances ................................................................................. 29

8.8. Partial Invalid
ity ........................................................................................ 29

8.9. Waivers .................................................................................................... 30

8.10. Assignment .............................................................................................. 30

8.11. Miscellaneous .......................................................................................... 30

8.12. Counterparts ............................................................................................ 30 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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8.13. Operating Memoranda ............................................................................. 30

8.14. Definitions ................................................................................................ 31 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

1 LEASE OPTION AGREEMENT
THIS LEASE OPTION AGREEMENT ("Option Agreement") is entered into as of ______, 2026 ("Effective Date"), by and between the CITY OF ALAMEDA, a charter city and municipal corporation ("City"), and Radium Presents, Inc., a California 501(c)3 organization ("Developer").

RECITALS
A. City is the owner of that certain real property in the City of Alameda, County of Alameda ("County"), State of California, consisting of approximately 1.72 acres of land, commonly referred to as Blocks 12 and 13 of the Site A project site, plus such other adjacent area as is necessary for the Project as agreed to between the City and Developer, located in an area commonly known and referred to as Alameda Point and as more particularly described on Exhibit A attached hereto and as depicted on Exhibit A-1 attached hereto ("Property").

B. City wishes to grant to Developer the option to ground lease the Property for the development of a performing arts center with a public plaza ("Project").

C. Subject to modifications, the Project is anticipated to consist of an approximately 62,000 square foot facility which is preliminarily planned to include up to a 600 seat main theater, a 210 seat studio theater, a rehearsal room, offices and shared spaces, an event space and ticketing and concession spaces, along with improvements to an approximately 40,000 square foot outdoor event space known as the outdoor public plaza, and all required utility and infrastructure improvements for the Project (“Improvements”).

D. On December 19, 2023, City and Developer entered into an Exclusive Negotiation Agreement setting forth parameters for good faith negotiations on the Project and Project approval for the Property. On March 19, 2025 City and Developer entered into a First Amendment to Exclusive Negotiating Agreement and on December 16, 2025 City and Developer entered into a Second Amendment to the Exclusive Negotiation Agreement amending the terms of the Agreement. The Agreement and the Amendments are collectively referred to herein as the “ENA.” The ENA shall expire on April 30, 2026.

E. Concurrently with this Option Agreement, Developer has submitted to City Council, a Fundraising Feasibility Study attached hereto as Exhibit B (“Fundraising Feasibility Study”) to demonstrate the feasibility of raising a sufficient amount of funds to complete Project construction.

F. Concurrently with this Option Agreement, Developer has submitted to City Council, a Sustainable Operations Plan attached hereto as Exhibit C ("Sustainable Operations Plan") which sets out key operational benchmarks for the operation of the performing arts facility at a minimum standard acceptable to the City during the term of the Lease.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

2 G. Concurrently with this Option Agreement, Developer has submitted to City Council, a community benefits package attached hereto as Exhibit D (“Community Benefits Package”), which (i) sets the general thresholds for the community benefits, (ii) acknowledges the City’s contributions to, and goals for, the Project, and (iii) accounts for the economic and financial sustainability of the Developer.

H. Developer now desires to enter into this Option Agreement with the City, while it pursues the required Entitlements that will allow for the development of the Property with the Project.

I. Capitalized terms used but not defined elsewhere in this Option Agreement shall have the meanings set forth in Section 8.14.

NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, the covenants in this Option Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer agree as follows:

ARTICLE I

THE OPTION

1.1. Lease Option.
(a) Grant of Lease Option. City hereby grants to Developer the option ("Option") to ground lease the Property, in accordance with this Option Agreement, pursuant to a ground lease ("Ground Lease") to be entered into by the parties in the form attached hereto as Exhibit E. The Option shall be exercised, if at all, as hereinafter set forth. City agrees and acknowledges that Developer may request that the Ground Lease be entered into directly between City and an Affiliate by giving written notice to City at least ten (10) Business Days prior to the Closing Date, which notice must specify the name of the Affiliate and include the organizational documents of the Affiliate (including evidence of its due formation and qualification to conduct business in the State of California) and any other evidence reasonably requested by City. Upon confirmation by City that the proposed Affiliate satisfies the requirements of an Affiliate, the Affiliate shall have the same rights as Developer would have had to enter into the Ground Lease and receive possession of the Property at Closing and shall have the same obligation as Developer would have had to satisfy all conditions to Closing applicable to the Property, subject to all of the limitations set forth in this Option Agreement.
(b) Entitlement Authorization. During the Term of this Option, and notwithstanding the fact that Developer does not yet have site control of the Property, Developer shall have the right, at its sole cost and expense, to prepare and apply for, and diligently pursue all Entitlements necessary or desirable for the Project subject to the rights and obligations contained in this Agreement and the parties’ Right of Entry Agreement. City hereby authorizes Developer, and its consultants and agents, to act in connection with the submission and processing of such Entitlements, provided that Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3 Developer shall not commit City to any obligation or condition, financial or otherwise, without City’s written consent. Notwithstanding the foregoing, if any governmental agency or department or other entity from which Developer is seeking an Entitlement requires further evidence from City that Developer is permitted to pursue such Entitlement(s), then City shall cooperate with Developer, at no material cost to City, to provide the required evidence requested by such agency, department or entity. All Entitlements obtained by Developer shall, upon issuance, be assignable to the City as Work Product under Section 1.6(j).

1.2. Memorandum of Option. The parties agree to record against title to the Property in the Official Records of Alameda County ("Official Records") a memorandum of this Option Agreement in the form attached hereto as Exhibit F ("Memorandum of Option") promptly after execution of this Option Agreement.

1.3. Term.
(a) Initial Term. The initial term of the Option ("Initial Term") shall commence on the Effective Date and shall terminate at 5:00 p.m. Pacific time on the 3rd anniversary of the Effective Date ("Original Option Exercise Deadline"), unless terminated earlier or extended pursuant to the terms of this Option Agreement. (b) Extended Term. Notwithstanding the foregoing, and provided that the applicable conditions precedent described below in each of subsections (A), (B) and (C) are met, then Developer may request an extension of the Option Term:
(A) for one (1) additional year ("First Extended Option Exercise Deadline"), provided that (i) this Option Agreement has not otherwise terminated pursuant to its terms; and (ii) no Developer Default exists, by providing written notice to the City of its intent to extend the term and delivering concurrently therewith the Additional Option Payment required under Section 3.1 and evidence reasonably satisfactory to the City that Developer has commitments (as defined in Section 6.1(g)) for at least thirty-five (35%) of the required funds for Developer to satisfy all of its financial obligations under the Ground Lease, including the cost of the construction of the Improvements on the Property;
(B) for one (1) additional year ("Second Extended Option Exercise Deadline"), provided that: (i) this Option Agreement has not otherwise terminated pursuant to its terms; (ii) no Developer Default exists, and (iii) Developer has, at least thirty (30) days prior to the First Extended Option Exercise Deadline (1) shown it has diligently worked towards obtaining all Project Entitlements, and (2) satisfied (alone or with an Affiliate) the Extension Conditions to City’s reasonable satisfaction, including each fundraising condition described below, by providing written notice to the City of its intent to extend the term and delivering concurrently therewith the Additional Option Payment required under Section 3.1 and evidence reasonably satisfactory to the City that Developer has commitments for at least sixty percent (60%) of the required funds for Developer to satisfy all of its financial obligations under the Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4 Ground Lease, including the cost of the construction of the Improvements on the Property; and
(C) for one (1) final additional year ("Third Extended Option Exercise Deadline"), provided that: (i) this Option Agreement has not otherwise terminated pursuant to its terms; (ii) no Developer Default exists, and (iii) Developer has, at least thirty (30) days prior to the First Extended Option Exercise Deadline (1) shown it has diligently worked towards obtaining all Project Entitlements, and (2) satisfied (alone or with an Affiliate) the Extension Conditions to City’s reasonable satisfaction, including each fundraising condition described below, by providing written notice to the City of its intent to extend the term and delivering concurrently therewith the Additional Option Payment required under Section 3.1 and evidence reasonably satisfactory to the City that Developer has commitments for at least eighty-five (85%) of the required funds for Developer to satisfy all of its financial obligations under the Ground Lease, including the cost of the construction of the Improvements on the Property.

Each of the First Extended Option Exercise Deadline, the Second Extended Option Deadline, and the Third Extended Option Exercise Deadline are subject to, and will only become effective upon the City’s written approval of the requested extension, which approval shall be subject to the sole and absolute discretion of the City Manager. For the avoidance of doubt, "exercised the Option" or similar terms used herein refers to delivery of the Option Notice in compliance with the requirements of Section 1.4. City Manager has the discretion to approve an extension if commitments for required funds are within five (5%) of the established threshold for each extension.
(c) Early Termination by City. In the event Developer fails to make any Option Payment on or before the date due and fails to cure such default within thirty (30) Business Days following receipt of written notice thereof from City, City shall have the right to terminate this Option Agreement by written notice to Developer.

1.4. Method of Exercising Option. Developer may exercise the Option only by giving notice to City of exercise of the Option ("Option Notice") in accordance with the terms of this Option Agreement. The Option Notice shall set forth the Closing Date, which shall be no later than sixty (60) days after delivery of the Option Notice. The form of Option Notice is set forth in Exhibit G attached hereto. The Option Notice must be delivered to City on or before the expiration of the Option Exercise Deadline (as such may be extended), and, unless City agrees otherwise in its sole and absolute discretion, no Developer Default may exist when Developer gives the Option Notice or on the Closing Date. If Developer exercises the Option in accordance with this Option Agreement City shall be obligated to ground lease the Property to Developer, and Developer shall be obligated to ground lease the Property from City, in accordance with this Option Agreement. If Developer does not exercise the Option in accordance with this Option Agreement on or before the expiration of the Option Exercise Deadline, then this Option Agreement shall terminate (except for any provisions of this Option Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

5 Agreement that expressly survive such termination), and Developer shall have no further right to ground lease the Property.

1.5. Termination of Option Agreement. Developer shall have the right, at Developer's sole election and at any time prior to the earlier of (a) delivery of the Option Notice, and (b) the Option Exercise Deadline, to terminate this Option Agreement by delivery of written Notice to the City at least thirty (30) days prior to the deadline of the then-applicable Option Exercise Deadline. Upon termination of this Option Agreement, all obligations of Developer and City under this Option Agreement shall terminate, except those obligations that expressly survive such termination.

1.6. Developer Due Diligence and Conditions Precedent to Option Exercise. (a) Due Diligence. Prior to delivering the Option Notice, Developer, in good faith and to its own satisfaction, in accordance with the terms of this Option Agreement and at Developer's sole control, direction and expense, shall conduct such review and investigation of the physical and environmental condition of the Property, including any soils reports, the character, quality and general utility of the Project, the zoning, land use, environmental and building requirements and restrictions applicable to the Project, the feasibility of the Project, the sources of funds to develop and construct the Project, the availability of all necessary governmental approvals for development of the Property, the state of title to the Property (as further described in Section 1.6 (e)), and such other matters as Developer deems appropriate. City makes no guarantees, either expressed or implied, as to the suitability of the Property for the Project nor is City obligated to or responsible for assisting Developer with any due diligence activities as may be requested or required by Developer in its review of the Property. Developer shall determine in its sole and absolute discretion whether or not the Property is acceptable to Developer prior to delivering the Option Notice. Developer shall be responsible for preparing and paying the cost of any survey required by Developer and/or its lenders.
(b) Due Diligence Documents. During the Option Term, City agrees to permit Developer and Developer's representatives to inspect and copy, at Developer’s sole expense, the books, records and files of City relating -to the Property, including
(without limitation) all soils and engineering reports, surveys, subdivision applications, agreements, contracts, property tax bills for the past three years (if any), licenses, leases (if any), permits and other documents in City’s possession or under its control relating to or concerning the Property, all environmental and/or hazardous materials studies, surveys, documents and reports regarding the Property (including without limitation all Phase I and Phase II reports), all civil, geotechnical and other engineering reports, studies and surveys, including a natural hazard disclosure report, all non- privileged documents regarding any litigation affecting or concerning title to or use of the Property and all other unrecorded documents and information in City’s possession or under its control that may affect the physical condition or entitlement of the Property ("Due Diligence Documents"), but excluding appraisal and valuation reports. All records and documents related to either the Property or the Project are subject to and Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

6 will be released by the City in compliance with, all applicable public records and related “sunshine” laws, regulations, rules and ordinances.
(c) Inspection; Right of Entry. During the Option Term, Developer shall have the right to enter upon the Property, on the terms and conditions and subject to the obligations contained in this Option Agreement and a written right of entry agreement signed by both Developer and City (“Right of Entry Agreement”), for performance thereon of inspections, surveys, tests, investigations, work and other related activities (collectively, "Work") as may be necessary or desirable to determine, among other things, the feasibility of developing the Property with the Project, obtaining the Entitlements and General Permits, locating and designing utilities serving the Improvements, constructing the Improvements and preparing the Construction Documents. The Right of Entry Agreement shall include terms and conditions governing Developer’s right to enter upon the Property prior to Closing of the Ground Lease, including a requirement Developer and/or any of Developer’s contractors maintain insurance coverages in forms and amounts reasonably satisfactory to the City, naming the City as an additional insured. Developer and City shall negotiate such Right of Entry Agreement in good faith.
(d) Third Party Reports. As additional consideration for the Option, Developer shall, promptly after completion or receipt thereof, provide City with copies of all studies, tests and reports prepared by third parties regarding the physical condition of the Property and the state of title to the Property and any application, notice or staff report to or from governmental authorities (other than the City) relating to the Property, excluding Financial Analysis (as defined below). In addition, Developer shall promptly upon receipt provide City with evidence of Developer's receipt of permits and approvals for the construction of the Project from governmental authorities other than the City. (e) Title Review. Prior to delivering the Option Notice, Developer shall, at its sole cost, obtain: (i) a preliminary report or title commitment (“Preliminary Report”) prepared by Escrow company’s affiliated underwriter (“Title Company”); and (ii) copies of all matters of record described therein (“Underlying Documents”) in order to review and approve or object to the condition of title to the Property as set forth on the Preliminary Report (“Title Review Period”). In the event that Developer objects to City’s title for any reason or to any other item disclosed by the Preliminary Report, Developer shall have ten (10) Business Days following receipt of the Preliminary Report to deliver written notice ("Developer's Title Notice") to City specifically identifying all objections to any such item or to the condition of City's title. Failure of Developer to provide a Developer's Title Notice shall be deemed approval by Developer of the condition of title to the Property as set forth in the Preliminary Report, and all matters shown thereon shall be deemed Permitted Exceptions to Title. City shall, within seven (7) Business Days following receipt of Developer's Title Notice, deliver written notice ("City's Title Notice") to Developer informing Developer whether or not City elects, in its sole discretion, to attempt to eliminate or cure any such matter to which an objection has been raised. In the event City advises Developer in City's Title Notice that City will not eliminate or cure the matter(s) to which Developer has objected, Developer shall , within seven (7) Business Days after receipt of City’s Title Notice either: (i) accept title Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

7 subject to the matters to which Developer has objected, which matters shall be then deemed Permitted Exceptions to Title; or (ii) terminate this Option Agreement with written notice to City, in which event the parties shall have no further obligations to each other under this Option Agreement, except for obligations which expressly survive the termination of this Option Agreement. In the event that City advises Developer in City's Title Notice that City will attempt to eliminate or cure any matter to which an objection is made, Developer's right to terminate this Option Agreement will be suspended, and City shall use reasonable efforts to do so prior to the Closing Date. If City is unable to eliminate or cure any such matter that City has agreed to attempt to eliminate or cure, despite City's reasonable efforts to do so, on or prior to Developer’s delivery of the Option Notice, Developer shall have the right to either: (A) terminate this Option Agreement and revoke its exercise of the Option through delivery of the Option Notice if already delivered, in which event the parties shall have no further obligations to each other under this Option Agreement except for obligations which expressly survive the termination of this Option Agreement; or (B) waive such failure by City in writing, and accept condition of title to the Property subject to the matters to which Developer has objected and City was unable to eliminate or cure prior to the Closing Date, and those matters shall then become Permitted Exceptions to Title. Notwithstanding any other provision of this Section 1.6 (e), on or before the Closing Date, City shall remove of record any monetary liens or encumbrances voluntarily created by City that affect title to the Property, including without limitation, mortgages, deeds of trust, judgment liens, or mechanic’s or materialmen’s liens (excluding any liens arising from Developer’s acts or omissions), which shall all be considered Unpermitted Exceptions to Title (as defined below). In lieu of removal, City may, at its option cause the Title Company to agree to insure over any such lien, but only to the extent the Title Company is willing to do so without cost, bond, or indemnity to City and provided such is acceptable to Developer in its reasonable discretion. Except as provided herein, no voluntary liens, including without limitation, deeds of trust, loan or lender agreements, tax liens for delinquent real estate taxes, other liens for unpaid assessments or fees, or leases (recorded or unrecorded), shall be included within the Permitted Exceptions to Title unless specifically approved in writing by Developer, and all such liens shall be deemed Unpermitted Exceptions to Title. City agrees to work cooperatively with Developer and Title Company to remove or address any outstanding title issues, to Developer’s reasonable satisfaction, prior to and as a condition of Closing (“Unpermitted Exceptions to Title”).
(f) Developer’s Title Policy. At the Closing, Escrow Holder shall cause the Title Company to issue to Developer a commitment to issue a ALTA Standard Coverage Owner’s Policy of Title Insurance (“ALTA Standard Policy”) in the amount requested by Developer naming Developer as proposed insured, which ALTA Standard Policy shall provide title insurance subject only to: (i) those exceptions to title approved by Developer, (ii) the standard printed exceptions set forth in the ALTA Standard Policy; (iii) general and special real property taxes and assessments for the current fiscal year, a lien not yet due and payable; and (iv) any exceptions directly or indirectly caused by Developer (including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Developer and deemed so under Section 1.6(e)) (collectively, “Permitted Exceptions to Title”).

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

8 (1) Developer shall have the right to procure an ALTA Extended Coverage Owner’s Policy of Title Insurance (“ALTA Extended Policy”). Developer shall pay for the increased cost of such ALTA Extended Policy, the cost of any survey that the Title Company requires for issuance of an ALTA Extended Policy and for the cost of any other endorsements or increase in the amount or scope of title insurance if Developer elects to increase the amount or scope of title insurance coverage. (2) The costs associated with the ALTA Standard Policy shall be paid as provided in Section 7.3 (e), provided, however, that Developer may elect to obtain extended coverage and/or have any endorsements provided by the Title Company so long as (i) such endorsements (or amendments) shall be at no cost or additional liability to City; and (ii) Developer shall use commercially reasonable efforts to secure such endorsements from the Title Company prior to Closing. The ALTA Standard Policy or the ALTA Extended Policy, as selected by Developer, plus such endorsements and amendments as required by Developer shall be collectively referred to as the “Title Policy.”
(g) Parcel Map Submission and Approval. As a condition to Developer’s exercise of the Option, Developer shall prepare and submit to City for its consideration and processing a parcel map (or other subdivision map as may be required or desired by Developer) no later than twelve (12) months prior to exercising the Option. The parcel map shall be prepared in accordance with all applicable provisions of the Subdivision Map Act and the applicable City of Alameda Municipal Code and shall be in a form reasonably acceptable to City for purposes of initiating its review and approval. The parties acknowledge that City’s review, processing, and potential approval or denial of the parcel map shall be undertaken solely in the City’s regulatory capacity, and nothing in this Option Agreement shall be construed to obligate City to approve or conditionally approve any submitted map. City’s failure or refusal to approve the submitted map shall be an exercise of its lawful discretion and shall not constitute a breach or default by City under this Agreement. Developer shall diligently pursue all necessary studies, surveys, and submittals to enable timely consideration of the parcel map including the use of a licensed surveyor to prepare any necessary legal descriptions.
(h) Pre-Development Entitlements. Developer shall obtain Pre- Development Entitlements (at Developer's sole cost and expense) for the Improvements to be constructed on the Property prior to the exercise of the Option. As used herein, the term “Pre-Development Entitlements” shall mean that Developer obtained a certificate of approval from the Alameda Historical Advisory Board and approval from the Alameda Planning Board.
(i) Entitlements. Developer will commence preparing and processing and use good faith efforts to work towards securing, during the Ground Lease term, approvals for a development plan for the Project and all other required land use and entitlement permissions, permitting, discretionary permissions, and all environmental review and regulatory permitting approvals (excluding General Permits and building permits), applicable to the Project (collectively, “Entitlements”), which shall be subject Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

9 to the Approval of City for consistency with the Alameda Point Town Center and Waterfront Precise Plan, General Plan Amendment and Zoning Ordinance Amendment and certified Environmental Impact Report for the portion of Alameda Point that includes the Property, and all other applicable federal, state, county, municipal and local laws.

The Project’s design and construction will comply with all City or California applicable green building codes and sustainable building requirements. City agrees to process Developer’s applications in a reasonably expeditious manner and in the ordinary course of business consistent with its discretionary authority and applicable law, at no material expense to City, to effectuate the foregoing. Developer acknowledges and agrees that all Project Entitlements may involve one or more separate and distinct discretionary approvals, none of which are guaranteed. Nothing in this section shall be interpreted as an actual or implied waiver of the discretionary authority City has with respect to the Entitlements, nor shall anything in this Agreement be interpreted as an actual or implied waiver of any development impact fees, exactions, charges, or other required payments to be paid by Developer in connection with the Project. The foregoing shall survive any termination of the Option and this Option Agreement.
(j) Work Product. Prior to delivering the Option Notice, and at no cost to City, Developer shall execute an assignment to City to become effective if the Project is terminated for any reason at any time prior to Closing the Ground Lease of Developer’s project plans (excluding all proprietary and confidential information of Developer, including, without limitation, proformas and other financial analysis for the Project) (“collectively, “Financial Analysis”). Such assignment shall include the rights to any and all Project designs, drawings, CAD files, specifications, SDs, DDs, CDs, Pre- Development Entitlements, Entitlements (to the extent obtained), General Permits, building permits and any other Project design documents (collectively, “Project Plans and Specs”), as well as any and all feasibility studies related to the physical development of the Property, applications and entitlements that have been prepared, filed, or approved, environmental data, and any and all architect’s contracts and related design contracts at no cost to the City, but excluding all Financial Analysis. To the extent that any such applications and entitlements are in Developer’s name at the time of termination of this Project, Developer shall assign the same to City. Developer shall ensure that its architect’s contract and design contracts allow for the full assignment of relevant rights for further use and implementation of the Project Plans and Specs. The foregoing shall survive any termination of the Option and this Option Agreement.

1.7. Discovery of Hazardous Materials. If Hazardous Materials are discovered on the Property, unless Developer is legally responsible therefor (in which case Developer shall make the investigation and remediation thereof as required by this Option Agreement, the Right of Entry Agreement and/or under applicable law, and this Option Agreement shall continue in full force and effect), City may, in City’s sole, but reasonable, discretion, either (i) investigate and remediate such Hazardous Materials to the extent required by applicable law, and this Option Agreement shall remain in full force and effect, or (ii) give written notice to Developer within thirty (30) days after receipt by City of knowledge of the existence of such Hazardous Material of City’s desire to terminate this Option Agreement as of sixty (60) days following the date of such notice from City, which notice shall include copies of all reports and written Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

10 information obtained by or readily available to City (with no City obligation of further investigation) with respect to the Hazardous Materials of which City has obtained knowledge (“City Haz Mat Notice”). If City delivers the City Haz Mat Notice to Developer, Developer may, within twenty (20) Business Days after the receipt of such notice, give City written notice of Developer’s commitment to pay for and undertake the investigation and remediation of such Hazardous Materials (“Developer Haz Mat Notice”). If Developer timely delivers the Developer Haz Mat Notice to City, then this Option Agreement shall remain in full force and effect, Developer shall proceed to make such investigation and remediation as expeditiously as is reasonably possible to City’s reasonable satisfaction. If Developer does not timely deliver the Developer Haz Mat Notice, this Option Agreement shall terminate as of the date established by the City Haz Mat Notice. Notwithstanding the foregoing, nothing herein shall preclude or prohibit City and Developer from agreeing to meet and confer in good faith following the discovery of any Hazardous Materials to discuss potential mutually agreeable arrangements to address, remediate, or mitigate such conditions so that the Project may proceed.

Following discovery of Hazardous Materials under this Section 1.7, irrespective of the party that is paying any expenses, the period of actual delay caused by such discovery, investigation and/or remediation shall be deemed a Force Majeure Delay to the extent such complies with Section 8.14(aa). Any such agreement between the parties with respect to Hazardous Materials shall be set forth in written amendment or other instrument executed by both parties.

1.8. Performance by Developer. Neither party’s performance under this Option Agreement shall be deemed in default hereunder if made impossible by a Force Majeure Delay. Notwithstanding anything to the contrary contained in this Option Agreement, Developer’s obligations herein shall not be excused by delays resulting from Developer’s negligence or willful misconduct, or matters within Developer’s reasonable control (collectively, “Developer Delays”), including, without limitation, (i) failure to timely submit or pursue applications for permit’s or approvals; (ii) failure to timely retain, coordinate, or engage contractors; or (iii) financial inability to perform.

Developer Delays shall not constitute a Force Majeure Delay.

ARTICLE II

ADDITIONAL OBLIGATIONS IN ADVANCE OF OPTION EXERCISE

2.1. Contractor. Developer shall provide City with proof that it has selected and retained a contractor for construction of the Project. Any contractor or subcontractor hired by Developer must provide, to the City’s reasonable satisfaction, all documents, licenses and evidence of insurance as reasonably requested and required by City staff.

2.2. Schedule of Performance. Developer shall provide City with a preliminary draft of a construction and performance timeline (“Preliminary Schedule of Performance”), which shall include projected construction phasing for the Improvements. The Preliminary Schedule of Performance shall be updated by Developer during the term of the Ground Lease no later than fifteen (15) months from Developer’s receipt of all approvals, Entitlements, and General Permits for the Project.

Once updated by Developer, the Preliminary Schedule of Performance shall constitute Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

11 the “Schedule of Performance”. One column in the Schedule of Performance states if a particular milestone is considered “Major” or “Minor.” Milestones described as “Major” are meant to identify dates considered more fixed or items considered more material, which as a result, require City Council approval to be modified. In contrast, Milestones identified as “Minor” are meant to identify less significant milestones, such as an interim step towards achieving a Major milestone, administrative tasks or sequencing items. Consistent with Section 8.13, dates applicable to Minor milestones may be adjusted by Operating Memorandum approved by the City Manager or designee, provided that such adjustment does not materially extend, delay or impact a Major milestone. The Schedule of Performance is an implementation and tracking tool only and does not create defaults, remedies, or termination rights beyond those expressly set forth in this Option Agreement or the Ground Lease.

2.3. General Submissions. Developer shall submit to City for its Approval the following documentation (to the extent not already submitted prior to the Effective Date) no later than six (6) months prior to the anticipated Closing Date:
(a) Roles/Responsibilities. An updated written description of the specific and general roles, responsibilities, and obligations of Developer, Developer's members or partners, and any other entity participating in the legal entity established by Developer for purposes of developing the Property. Additionally, the written description of roles, responsibilities, and obligations shall identify the principals and other personnel, to the extent identified, from each participating party by name, title or position and areas of responsibility within the development entity. (b) Balance Sheet. Certified copies of balance sheets and income/loss statements, prepared in accordance with generally accepted accounting principles, and other financial documentation as reasonably requested by City related to Developer’s developing the Property covering the shorter of (i) the last two (2) years of Developer’s operations, or (ii) the entire period of Developer’s operations. (c) Litigation. A written statement concerning any litigation in which Developer or Developer's partners or members are a party. Developer shall provide to City copies of any filed litigation documents in connection with such litigation within five (5) Business Days of City's written request.
(d) Formation Documents. Complete and accurate copies of Developer's certificate of formation, operating agreement (including all amendments thereto, all of which may be redacted by Developer with respect to confidential and proprietary information) and all other organizational documents reasonably requested by City.

2.4. Feasibility Submissions: Developer shall submit to City for its Approval the following documentation no later than (6) months prior to the anticipated Closing Date:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

12 (a) Fundraising Feasibility Study. An updated Fundraising Feasibility Study, which will include, but is not limited to: (1) a refined description of the specific financial structure of the Project in a form that reasonably satisfies City that the Project is feasible, and (2) a list of potential lenders and if any, equity partners and investors, that will be approached for financing or lending on the Property, including, to the extent available, letters of interest and/or intent from lenders, and if any, equity partners and investors expressing willingness to provide financing for the construction and operation of the Project.
(b) Sustainable Operations Plan. An updated Sustainable Operations Plan, which in addition to operational benchmarks, will include sources and uses of funds necessary to support ongoing operations (e.g. approach to fundraising, establishment of an operating endowment, etc.).

2.5. Quarterly Reports. During the Option Term, Developer shall provide City with written quarterly progress reports on all matters pertaining to the Project. The quarterly progress reports shall include but not be limited to updates on the following areas: fundraising progress, entitlement status, financing, schematic designs, organizing documents, market analysis, any alterations to the Project program and design or changes to the pro forma previously submitted to City. In addition to quarterly reports, at least one (1) meeting shall be held between Developer and City each year during the Option Term.

2.6. Public Records. Developer expressly acknowledges and understands that City is a public agency and all records and documents submitted to City related to either the Property or the Project are subject to and will be released by the City in compliance with, all applicable public records and related “sunshine” laws, regulations, rules and ordinances, including but not limited to the California Public Records Act.

2.7. Site A Grading Obligation. City and Developer acknowledge and agree that construction of the Project is dependent on a developer of a project adjacent to the Project, namely Alameda Point Partners (“APP”), timely completing certain backbone infrastructure on the Property for the benefit of and as required for the Project. This backbone infrastructure obligation of APP is set out in Section 8.4 of that certain “6th Amendment” to the Disposition and Development Agreement (“DDA”) between City and APP, which backbone infrastructure work is referred to in the 6th Amendment as the “Block 12/13 Grading.” As described in the 6th Amendment, the Block 12/13 Grading is a component of the Phase 2.3 background infrastructure (“Phase 2.3 Backbone Infrastructure”) to be constructed by APP. A copy of the 6th Amendment is attached hereto as Exhibit L and incorporated herein by reference. To facilitate the timely completion of the Block 12/13 Grading, City and Developer agree to the following:
(a) Following the date on which Developer reasonably determines that it has fifty percent (50%) of the sufficient funds (as described in Section 6.1(g)), Developer shall deliver written notice to City that Developer has reasonably determined it will require that the Block 12/13 Grading, be completed within eighteen (18) months of Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

13 the date of such written notice to avoid a delay by Developer in its performance under the Schedule of Performance (“Required Completion Date”). (b) Within thirty (30) days after the date of Developer’s Required Completion Date notice, City will deliver to Developer (i) the most current copies of the improvement plans for the Phase 2.3 Backbone Infrastructure as approved by City, (ii) written confirmation from APP, including supporting documents reasonably acceptable to Developer, that it is prepared to complete the Block 12/13 Grading by no later than the Required Completion Date, and (iii) written confirmation, including supporting documents reasonably acceptable to Developer, that APP has funding committed to complete all of the Block 12/13 Grading.
(c) If City is unable to timely provide all documents and evidence required in Section 2.7(b), then within such thirty (30) day period, City shall notify Developer in writing that it elects to assign to Developer City’s right set out in the 6th Amendment to cause the Block 12/13 Grading to be removed from the scope of the Phase 2.3 Backbone Infrastructure (“Infrastructure Removal Right”). (d) If City notifies Developer of its election to assign to Developer City’s Infrastructure Removal Right, Developer may, within sixty (60) days of receipt of such notice, elect to do either of the following by delivery to City of written notice: (i) terminate the Project and this Option Agreement, or (ii) construct the Block 12/13 Grading. If Developer elects to terminate the Project and this Option Agreement, then Developer shall deliver to City written notice thereof and all rights and obligations of City and Developer hereunder shall terminate and be of no further force and effect, except those that expressly survive termination.
(e) If Developer elects to construct the Block 12/13 Grading, then: (A) Developer shall deliver written notice to City of such election in accordance with subsection (d) above and City shall, within ten (10) Business Days of receipt thereof, (1) execute an assignment of City’s Infrastructure Removal Right in favor of Developer, including an assignment of City’s right to receive the Block 12/13 Grading Payment (“Infrastructure Assignment”), the form and substance of which shall be reasonably satisfactory to Developer and which shall expressly direct APP to deliver to Developer the Block 12/13 Grading Payment, and (2) deliver to Developer a fully executed copy of the Infrastructure Assignment, (B) Developer shall deliver to APP a copy of the Infrastructure Assignment as written notice of City’s and Developer’s election to cause the Block 12/13 Grading to be removed as a part of the Phase 2.3 Backbone Infrastructure through its exercise of the Infrastructure Removal Right, provided that if APP requires any other documentation from City regarding the Infrastructure Removal Right and the assignment thereof to Developer, City shall cooperate to timely provide such requested documentation, (C) City and Developer shall work cooperatively and in good faith to incorporate into the Schedule of Performance (as defined in the Ground Lease) the additional Block 12/13 Grading work and adjust other dates therein impacted by such additional work, and (D) if APP refuses to recognize the Infrastructure Assignment or to timely pay the APP Grading Payment directly to Developer, City and Developer shall work cooperatively and in good faith to enforce any and all remedies Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

14 available under the APP DDA and/or the 6th Amendment to the extent applicable to the Block 12/13 Grading obligation and/or the Block 12/13 Grading Payment. (f) The Block 12/13 Grading Payment shall be paid to Developer by APP to the extent set out in the 6th Amendment or as otherwise agreed by Developer and APP in a separately negotiated written agreement between them, and City shall have no obligation for reimbursing Developer for any costs incurred by Developer in connection with the Block 12/13 Grading, except that City shall (A) use its best efforts to cause APP to make the Block 12/13 Grading Payment, and (B) work cooperatively with Developer in effectuating the assignment of the Infrastructure Removal Right and Developer’s exercise thereof.
(g) Following either (1) written confirmation, as described in Section

2.7(b), that APP will construct the Block 12/13 Grading and complete such work by no later than the Required Completion Date, or (2) execution by City of the Infrastructure Assignment, as described in Section 2.7(e), acknowledging that Developer will construct the Block 12/13 Grading, City shall use best efforts to obtain APP’s agreement on and execution of an Operating Memorandum to the APP DDA in a form and substance reasonably satisfactory to Developer and to which Developer shall be an express third- party beneficiary solely for the purposes of enforcing APP’s obligations thereunder relating to the Block 12/13 Grading.
(h) If APP confirms in writing, as described in Section 2.7(b), that it will construct the Block 12/13 Grading and complete such work by no later than the Required Completion Date and subsequently fails to commence such work by a date that would cause APP to be reasonably likely to complete the work by the Required Completion Date, as reasonably determined by Developer (“Anticipatory APP Default”), or APP actually fails to complete such work by the Required Completion Date (“Actual APP Default”), then within thirty (30) days after Developer determines that an Anticipatory APP Default or an Actual APP Default has occurred, Developer shall notify City in writing that it shall either: (i) perform or complete the Block 12/13 Grading, or (ii) terminate this Option Agreement pursuant to Section 2.7(d)(i). Within ten (10) Business Days of City’s receipt of such written notice from Developer, City shall, in the case of an Anticipatory APP Default where APP has not commenced the Block 12/13 Grading and Developer has elected to perform the Block 12/13 Grading, deliver to Developer the executed Infrastructure Assignment in accordance with Section 2.7(e) and thereafter, the parties shall perform such other obligations described in Section 2.7(e). If City is unable to exercise the Infrastructure Removal Right set out in the 6th Amendment because APP has already commenced the Block 12/13 Grading and thereafter an Actual APP Default occurs, then City shall use best efforts to obtain APP’s consent to removal of the Block 12/13 Grading obligation or work cooperatively with the Developer to obtain completion by APP of the Block 12/13 Infrastructure in a timely manner.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

15 ARTICLE III

CONSIDERATION

3.1. Option Consideration of Developer. In consideration of City granting the Options to Developer for the Property for the Option Term, Developer shall pay to City an option fee of One Thousand dollars ($1,000.00) ("Initial Option Payment").

Thereafter, Developer shall make an additional payment of One Thousand dollars ($1,000.00) to City (each, a "Renewal Option Payment"; the Initial Option Payment and the Renewal Option Payments paid by Developer from time to time hereunder shall be referred to herein collectively as the "Option Payments") with each Option Notice in consideration of the Options granted to Developer, unless this Option Agreement terminates prior to or on the date any such payment is due or all Options have been exercised. The Option Payments are in consideration of the Options and other rights granted herein. The Option Payments are non-refundable and will not be applied to the rental payments under the Ground Leases. The Option Payments shall be paid directly to City and not through the Escrow Company.

3.2. Consideration of City. In consideration of Developer developing the Project for the benefit of the community, City shall pursue the amendment of its Master Infrastructure Plan (“MIP Amendment”), so that the road that leads into the Project, as shown on the drawing attached hereto as Exhibit H (“Plaza Road”), functions as an extension of the public plaza portion of the Project and only allows for limited vehicular access on the Plaza Road. If City successfully obtains the MIP Amendment during the term of this Option Agreement, then the Plaza Road shall be maintained at Developer’s cost for the term of the Ground Lease. If the MIP Amendment is not approved and obtained during the term of this Option Agreement, as such may be extended, then Developer shall have the option to: (a) extend the term of this Option Agreement for the period of time City reasonably estimates will be required to process the MIP Amendment, plus a buffer period of ninety (90) days; or (b) elect to proceed with development of the Plaza Road as a public road and in accordance with applicable laws and written City design standards documented in the Alameda Municipal Code, together with any additional design, construction, or engineering standards adopted and consistently applied to development projects by the City, in which case Developer may design, construct, install and maintain, at its sole cost, nonstandard roadway elements, decorative or enhanced roadway improvements (including, without limitation, special paving, lighting, landscaping, furnishings, or other aesthetic features) (collectively, the “Enhanced Improvements”). In consideration of the fact that Developer may subsequently elect to install Enhanced Improvements absent the MIP Amendment, the Ground Lease shall include mutually acceptable terms and conditions governing Developer’s maintenance, repair, and replacement of such Enhanced Improvements and such Enhanced Improvements shall not be maintained by City.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1. City. The representations and warranties of City in this Section 4.1 are a material inducement for Developer to enter into this Option Agreement. Developer Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

16 would not agree to enter into a Ground Lease for the Property from City without such representations and warranties of City. Such representations and warranties shall survive the Closing for a twelve (12) months (the "Survival Period"). City represents and warrants to Developer as of the date of this Option Agreement and again as of the Closing Date as follows:
(a) Authority. City is a charter city and municipal corporation. City has full power and authority to enter into this Option Agreement and to perform this Option Agreement.
(b) Foreign Person. City is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder.
(c) No Broker. City has not dealt with any real estate broker or finder in connection with the lease of the Property to Developer or this Option Agreement. (d) No Conflict. To City’s Representatives’ Knowledge, the execution of this Option Agreement and the incurrence of the obligations set forth in this Option Agreement do not violate any order or ruling of any court, law or regulation binding on City or any provision of any indenture, agreement or other agreement to which City is a party and that is applicable to the Property.
(e) Pending Litigation. To City’s Representatives' Knowledge, City has not been served with nor received any written notice regarding any action, suit, or proceeding affecting the Property or affecting the right, power or authority of City to enter into and perform this Option Agreement and/or the Ground Lease in accordance with its respective terms, or which question the validity or enforceability of this Option Agreement and/or the Ground Lease, in any court or before any governmental authority, domestic or foreign.
(f) Violations of Law. To City’s Representatives’ Knowledge, City has received no written notice of any material violations of federal, state, or local laws currently outstanding and specifically applicable to the Property. (g) Eminent Domain. To City’s Representatives’ Knowledge, City has not received written notice of any pending eminent domain proceeding against the Property.
(h) Governmental Proceedings. To City’s Representatives' Knowledge, City has received no written notice of any condemnation, environmental, CEQA, zoning or other land use regulation proceedings specifically directed to the Property or the development of the Project, nor any notice of any special assessment proceedings affecting the Property.
(i) Contracts and Other Agreements. Except as listed on Exhibit I, including any agreements with Developer related to the Property and/or the Project or as otherwise contemplated by this Option Agreement and/or the Ground Lease, there Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

17 are no service or maintenance contracts relating to the Property that will bind Developer after Closing.
(j) Other Contracts to Convey Property. To City’s Representatives' Knowledge, City has not entered into any agreements (oral or written) with any Person other than Developer pursuant to this Option Agreement regarding a conveyance of any form of the Property.
(k) Hazardous Material. To City’s Representatives' Knowledge, City has received no wr itten notice of the existence of Hazardous Material on, in or under the Property, except for the Hazardous Materials disclosed in the reports list ed on Exhibit J . (l) Condition of Property. Except as expressly stated herein, City makes no representation or warranty as to the physical or environmental condition of the Property, and Developer acknowledges it is accepting the Property “as-is, where-is.” (m) City Representatives. For purposes of this Section 4.1 the term "City’s Representatives' Knowledge" refers to the current, actual knowledge of the Base Reuse and Economic Development Director, with regard to the Property and the Project, with no imputation of knowledge and no duty of investigation or inquiry. City’s representative named in this section shall have no personal liability under this Option Agreement by virtue of acting as a representative of City for the purpose of this definition.

4.2. Developer. The representations and warranties of Developer in this Section 4.2 are a material inducement for City to enter into this Option Agreement. City would not enter into this Option Agreement or enter into a Ground Lease for the Property with Developer without such representations and warranties of Developer.

Such representations and warranties shall survive the Closing for the Survival Period.

Developer represents and warrants to City as of the date of this Option Agreement and again as of the Closing Date as follows:
(a) Authority. Developer is a 501(c)3 non-profit organization, duly formed and validly existing and in good standing under the laws of the State of California. Developer is qualified to do business and is in good standing in the State of California. Developer has full power and authority to enter into this Option Agreement and to perform this Option Agreement. The execution, delivery and performance of this Option Agreement by Developer have been duly and validly authorized by all necessary action on the part of Developer and all required consents or approvals have been duly obtained. This Option Agreement is a legal, valid and binding obligation of Developer, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

18 enforceable against Developer in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. (b) No Broker. Developer has not dealt with any real estate broker or finder in connection with the lease of the Property from City or this Option Agreement. (c) No Violation. The execution of this Option Agreement and the incurrence of the obligations set forth in this Option Agreement do not violate any order or ruling of any court binding on Developer or any provision of any indenture, agreement or other instrument to which Developer is a party or may be bound. Neither the entry into nor the performance of this Option Agreement will result in the violation, or conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement, franchise, permit, judgment, decree, order, easement, restriction or other charge, right or interest applicable to Developer. (d) Bankruptcy. Developer has not (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition for bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all or substantially all of its assets; or (d) suffered the attachment or other judicial seizure of all or substantially all of its assets. (e) Threatened Actions. There are no pending, and to Developer’s actual knowledge, none threatened in written notice to Developer, actions, suits, arbitrations, claims or proceedings at law, in equity, or otherwise, that would adversely affect Developer’s ability to perform its obligations under this Option Agreement or the Ground Lease, as applicable.

ARTICLE V

COVENANTS

5.1. City. City covenants and agrees with Developer as follows:
(a) Cooperation. City shall cooperate with Developer, at Developer's sole cost and expense, to assist Developer in obtaining the permits and approvals from outside government agencies, if any, necessary to allow Developer to develop the Project. City shall execute any and all applications, forms and certificates required to process all Pre-Development Entitlements, Entitlements, General Permits, maps, and other approvals reasonably requested by Developer. City agrees that it will consent to reasonable and customary conditions, restrictions or other encumbrances being placed against the Property, effective on or after the Closing Date (but not before) as a condition to Developer's receipt of such permits or approvals. (b) Contracts, Licenses and Permits. City shall not enter into any contracts, licenses, permits or other agreements pertaining to the Property (other than any agreements with Developer related to the Property and/or the Project or as otherwise contemplated by this Option Agreement and/or the Ground Lease) during the Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

19 Option Term that would be binding on Developer after the Closing, without Developer's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed; except that nothing herein shall restrict City’s ability to exercise its governmental authority or take action in its regulatory capacity. (c) Liens; Mechanic's Liens. City agrees that it shall not cause and prior to Closing shall promptly discharge, at its sole-cost and expense, any liens upon the Property. On or before the Closing, City shall pay for all materials, supplies and work provided or ordered for the Property (other than by, through or under Developer) for which a labor, materialman's or mechanic's lien may be claimed under applicable law, and (ii) if required by the Title Company, provide the Title Company with such indemnifications or security as it may
-require to insure title to Developer's leasehold
interest in the Property at the Closing without exception for any unrecorded labor, materialman's or mechanic's claim of lien, other than those created by, through or under. Developer.
(d) Existing Service Contracts, Etc. Effective as of the Closing Date, City shall terminate or cause to be terminated any and all leases, subleases, licenses and contracts as they apply to the Property, except as otherwise provided in this Option Agreement or agreed by the parties.
(e) City Indemnity. City shall indemnify and defend Developer and its affiliates, members, shareholders, officers, employees, directors and agents (collectively, "Developer Indemnitees") against and hold the Developer Indemnitees harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by any Developer Indemnitee for City’s willful misrepresentation of any representation or warranty made by City in Section 4.1 as of the Effective Date and on the Closing Date. In no event shall City be liable for consequential, incidental, or punitive damages, or for conditions of which Developer had actual knowledge (including any matters discovered through Developer’s Due Diligence). If City learns that any representation or warranty made by City hereunder has become untrue in any material respect or was untrue in any material respect when made or on the Closing Date, City shall give prompt written notice of the same to Developer. Such notice shall include whether City is electing to take any action that City deems reasonably appropriate to cause City to make true the representation or warranty or otherwise cure the problem with the representation or warranty (all to the reasonable satisfaction of Developer), in which case, if the same is able through the exercise of reasonable diligence of being made true or cured, City shall have the right to postpone the Closing Date for up to ten (10) Business Days to make true or cure such representation or warranty. (1) If City does not include in its written notice City’s intent to take action or if City is unable through the exercise of reasonable diligence to make the representation or warranty true or otherwise cure the problem therewith to the reasonable satisfaction of Developer within the allowed time period, then Developer shall thereafter have the option by providing written notice to City, within five (5) Business Days after one (1) of the following occurs, as applicable: (i) Developer’s Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

20 receipt of City’s written notice that City does not elect to take action, or (ii) the expiration of the time period stated in the notice (up to a maximum of ten (10) Business Days) during which City will take action, to either, as its sole and exclusive remedy, (A) terminate this Option Agreement effective upon the date of Developer's notice, or (B) to proceed with Closing notwithstanding such untrue representation or warranty, in which case Developer shall have irrevocably waived any of rights with respect to the untruthfulness of the representation or warranty in question. (2) For purposes of Sections 5.1 and 5.2 "material" shall mean any matter or matters that otherwise, individually or in the aggregate, could reasonably be expected to result in damages to Developer or City, as applicable, or the Property of One Hundred Thousand and 00/100 Dollars ($100,000.00) or more. (3) Notwithstanding the foregoing, following Closing, Developer shall not have the right to enforce any claim, nor shall City be liable in any way to Developer, for a breach of a representation or warranty of City if the breach in question results from or is based on a condition, state of facts or other matter of which Developer had actual, documented knowledge prior to Closing or that was included in any of the Due Diligence Documents and Developer elected to proceed to the Closing.

Furthermore, if the Closing occurs, following the Closing, City shall have no liability to Developer for a breach of any of City’s representations or warranties in this Option Agreement unless written notice containing a description of the specific nature of such breach has been given by Developer to City prior to the expiration of the Survival Period. The provisions of this Section 5.1 shall survive the Closing.

5.2. Developer. Developer shall indemnify and defend City and its officials, officers, employees and directors (collectively, "City Indemnitees") against, and hold the City Indemnitees harmless from, all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by any City Indemnitee for Developer’s material or willful misrepresentation of any representation or warranty made by Developer in Section 5.1 as of the Effective Date and on the Closing Date. In no event shall Developer be liable for consequential, incidental, or punitive damages, or for conditions of which City had actual, documented knowledge.
(1) If Developer learns that any representation or warranty made by Developer hereunder has become untrue in any material respect or was untrue in any material respect when made, Developer shall give prompt written notice of the same to City. Such written notice shall include whether Developer is electing to take any action that Developer deems reasonably appropriate to cause Developer to make true the representation or warranty or otherwise cure the problem with the representation or warranty, in which case, if the same is capable of being made true or cured, Developer shall have the right to postpone the Closing Date for up to ten (10) Business Days in order to cure or make true the representation or warranty. (2) If Developer does not include in its written notice Developer's intent to take action or if Developer is unable to make the representation or warranty Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

21 true in all material respects or otherwise cure the problem therewith within the allowed time period, then City shall thereafter have the option, by providing written notice to Developer, within five (5) Business Days after one (1) of the following occurs, as applicable: (i) City’s receipt of Developer’s written notice that Developer does not elect to take action, or (ii) the expiration of the time period stated in the notice (up to a maximum of ten (10) Business Days) during which Developer will take action, to either, as its sole and exclusive remedy, (A) terminate this Option Agreement effective upon the date of City's notice, or (B) proceed with Closing notwithstanding such untrue representation or warranty, in which case City shall have irrevocably waived any of rights with respect to the untruthfulness of the representation or warranty in question. (3) Notwithstanding the foregoing, City shall not have the right to enforce any claim, nor shall Developer be liable in any way to City, for a breach of a representation or warranty of Developer if the breach in question results from or is based on a condition, state of facts or other matter of which City had actual knowledge of prior to Closing. Furthermore, if the Closing occurs, following the Closing, Developer shall have no liability to City for a breach of any of Developer’s representations or warranties in this Option Agreement unless written notice containing a description of the specific nature of such breach has been given by City to Developer prior to the expiration of the Survival Period. The provisions of this Section 5.2 shall survive the Closing.

ARTICLE VI

CONDITIONS PRECEDENT

6.1. City. The obligations of City under this Option Agreement to Close Escrow and enter into the Ground Lease with Developer are subject to satisfaction of all of the conditions set forth in this Section 6.1. City may waive any or all of such conditions in whole or in part, except City and Developer acknowledge that City may not waive the requirement that Developer obtain all necessary Pre-Development Entitlements for the development of the Project, including compliance with CEQA. Any waiver shall be effective only if made in writing. After Closing, any condition that has not been satisfied shall be treated as having been waived in writing. If any condition set forth in this Section 6.1 is not fully satisfied or waived in writing by City, this Option Agreement and the Option may, if elected in writing by City, terminate without releasing Developer from liability for any material default of Developer in the performance of any covenant or agreement, except as otherwise described herein.
(a) Pre-Development Entitlements. Developer shall have received all Pre-Development Entitlements required for the development of the Project. (b) Funding. Developer shall have obtained City approval of an updated Fundraising Feasibility Study and an updated Sustainable Operations Plan. (c) Building Permits. Pursuant to the authority granted to Developer in Section 1.1(b), Developer shall have submitted its initial application for any City-building permits required by City to begin construction on the Project. The parties acknowledge Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

22 and agree that acquisition of building permits shall be a condition to commencement of construction under the Ground Lease.
(d) No Default. No Developer Default shall exist.
(e) Delivery of Documents. Developer shall have delivered into Escrow the documents specified in Section 7.4.
(f) Representations and Warranties. All representations and warranties made by Developer in Section 4.2 shall be true and correct in all material respects as if made on and as of the Closing Date.
(g) Financial Ability. Developer shall have provided City with evidence reasonably satisfactory to City that Developer has sufficient funds in hand and/or commitments by donors, including the anticipated timing of such commitments, where “commitment,” as used herein, shall mean that such donors have agreed to donate and such future donations are documented in a manner consistent with typical practices used by non-profit organizations and consistent with guidance set by the Financial Accounting Standards Board (FASB) and Accounting Standards Codification 958 (ASC 958), to enable Developer to satisfy all of its financial obligations under the Ground Lease, including the cost of the construction of the Improvements on the Property; provided that if Developer intends to take out a construction loan for the Improvements, the principal amount of such loan shall be deducted from the calculation of “sufficient funds,” as described herein, recognizing that Developer will be unable to obtain a construction loan until the Ground Lease is fully executed and effective in all respects (collectively, “Evidence of Financial Ability”).
(h) Rent. Developer has deposited into escrow the rent due under the Ground Lease.
(i) Other Agreements. All other agreements between City and Developer required for Closing, if any, shall have been deposited into escrow. (j) Project Stabilization Agreement and Prevailing Wages. Developer shall have negotiated a Project Stabilization Agreement (“PSA”) consistent with the City’s PSA Ordinance and to the extent required by law, Developer shall agree to pay prevailing wages for all Improvements to be constructed on the Property, as well as any improvements being constructed off site in conjunction with the Property. (k) Adverse Actions. There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against Developer that would materially affect Developer’s ability to perform its obligations under this Option Agreement and/or to enter into the Ground Lease for the Property with City, and there shall exist no pending or threatened action, suit or proceeding with respect to Developer before or by any court or administrative agency that seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to this Option Agreement or the potential Ground Lease of the Property.

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23 6.2. Developer. The obligation of Developer under this Option Agreement to enter into a Ground Lease for the Property with City is subject to satisfaction of all of the conditions set forth in this Section 6.2. Developer may waive any or all of such conditions in whole or in part, but any such waiver shall be effective only if made in writing. After the Closing, any condition that has not been satisfied shall be treated as having been waived in writing. If any condition set forth in this Section 6.2 is not fully satisfied or waived in writing by Developer, this Option Agreement and the Option may, if elected in writing by Developer, terminate without releasing City from liability for any material default of City in the performance of any covenant or agreement to be performed by City, except as otherwise described herein. (a) Title. The Title Company shall be irrevocably and unconditionally committed to issue to Developer the Title Policy.
(b) No Default. On the Closing Date, City shall not be in default in the performance of any material covenant to be performed by City under this Option Agreement beyond the passage of any applicable grace or cure period. (c) Representations and Warranties. On the Closing Date, all representations and warranties made by City in Section 4.1 hereof shall be true and correct in all material respects as if made on and as of the Closing Date. (d) Delivery of Closing Documents. City shall have delivered into Escrow the documents specified in Section 7.3.
(e) Other Agreements. All other agreements between City and Developer required for Closing, if any, shall have been deposited into escrow. (f) Adverse Actions. There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against City or respecting the Property that would materially affect City’s ability to perform its obligations under this Option Agreement and/or to enter into the Ground Lease for the Property with Developer, and there shall exist no pending or threatened action, suit or proceeding with respect to City before or by any court or administrative agency that seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to this Option Agreement or the potential Ground Lease of the Property. (g) Hazardous Material. No Hazardous Materials that materially affect all or any part of the Property or the current or prospective operation, use, value, income, expenses or occupancy thereof or its suitability for development of the Project have been discovered on the Property or any part thereof between the date that Developer exercised the Option and the Closing Date.
(h) No Material Changes. No event shall have occurred nor shall any condition have arisen after Developer's exercise of the Option that as of the Closing Date materially affects all or any part of the Property or the current or prospective Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

24 operation, use, value, income, expenses or occupancy thereof or its suitability for development of the Project.
(i) Site A Grading . If APP is completing the Block 12/13 Grading, then the Block 12/13 Grading is complete as further described in Section 2.7, and if Developer is completing the Block 12/13 Grading, as further described in Section 2.7, then the parties have worked cooperatively, as described in Section 2.7(e)(C), to modify the Schedule of Performance to address the timing of completion by Developer of the Block 12/13 Grading and the impact of such grading work on the timing of the completion of all other subsequent milestones reflected in the Schedule of Performance such that the resulting updated Schedule of Performance is reasonably satisfactory to Developer.

ARTICLE VII

CLOSING

7.1. Place and Date. The Closing shall occur through an escrow ("Escrow") with the Title Company at 1280 Civic Drive, Suite 104, Walnut Creek, CA 94596, on the date set forth in the Option Notice, which shall in no event be later than sixty (60) days and no earlier than fifteen (15) Business Days after delivery of the Option Notice ("Closing Date"), or at such other place or on such other date as City and Developer agree in writing. Prior to the Closing Date, City and Developer each may give written escrow instructions, consistent with this Option Agreement, to the Title Company for the Closing. If Developer designates an Affiliate, all references to Developer in this Article 8 shall be to the Affiliate.

7.2. Closing. "Closing" means the exchange of documents, as described herein, and will be deemed to have occurred when the Title Company is authorized to record the Memorandum of Lease in accordance with Section 7.6 and the Title Company holds and can record and deliver the remaining documents described in Sections 7.4 and 7.5.

7.3. Closing Prorations and Adjustments.
(a) Proration Date. Except as otherwise set forth hereinafter, if the Closing occurs pursuant to this Option Agreement, the following items shall be paid, prorated, or adjusted as of midnight on the Closing Date (“Proration Date”) in the manner hereinafter set forth:
(b) Taxes and Assessments. Developer shall be responsible for all property taxes and assessments, including documentary transfer and possessory interest taxes, if any, assessed on Developer’s interests under this Agreement from and after the Proration Date. The parties’ expressly acknowledge that City is a public agency and, as such, is exempt from all ad valorem taxes and similar charges imposed by any governmental authority.
(c) Intentionally Omitted.

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25 (d) Intentionally Omitted.
(e) Title Insurance and Escrow Fees. City shall bear and pay: (a) the title insurance premiums and charges for the ALTA Standard portion of the title policy; (b) one-half of the escrow fees; and (c)costs and expenses incurred in removing or resolving Unpermitted Exceptions to Title consistent with Section 1.6(e). Developer shall pay: (i) one-half of the escrow fees; (ii) the recording fees; (iii) the premium payable in connection with Developer obtaining an ALTA Extended Policy, including updating or obtaining an ALTA survey of the Property, and the cost of all endorsements to the Title Policy, that are desired by Developer; and (iv) all costs and expenses incurred in connection with obtaining any financing for the purchase of the Property, including title, escrow, documentation and appraisal costs relating thereto, and the cost of any lender’s policy of title insurance. Except as provided in this Section 7.3(e), each party will pay its own expenses incurred in connection with this Option Agreement and the transactions contemplated hereby, including, without limitation: (A) all costs and expenses stated herein to be borne by a party, and (B) all of their respective consulting, accounting, legal and appraisal fees. The parties acknowledge that City is a public agency and, as such, is exempt from all recording fees and documentary transfer taxes. (f) Miscellaneous Costs. All other items which are customarily prorated in transactions similar to the transaction contemplated hereby and which were not specifically addressed in this Section 7.3, will be prorated as of the Proration Date in accordance with custom of real estate transactions in the County wherein the Property is located.
(g) All adjustments made pursuant to Section 7.3 shall be paid in cash at Closing; provided that if at any time following Closing, the amount of an item listed or prorated this Section 7.3 shall prove to be incorrect, the party in whose favor the error was made shall promptly pay to the other party the sum necessary to correct such error upon receipt of reasonable proof of such error. The provisions of this Section 7.3(g) shall survive the Closing for a period of one (1) year and not be merged therein.

7.4. City’s Closing Obligations. On the Closing Date, City shall deliver to the Title Company for recordation or delivery to Developer (or the party noted below) through Escrow the following:
(a) Ground Lease. The Ground Lease, duly executed by City; (b) Memorandum of Lease. A Memorandum of Lease in the form attached hereto as Exhibit K ("Memorandum of Lease") duly executed and acknowledged by City and in recordable form;
(c) Withholding Liability Forms. Certificates required by Section 1445 of the Internal Revenue Code of 1986, as amended ("Code"), to relieve Developer of any potential transferee withholding liability under such Code section, and a California Form 593, each executed by City;
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26 (d) Authority. Such proof of City's authority and authorization to ground lease the Property and such proof of power and authority of the individuals executing and/or delivering any instruments, documents or certificates on behalf of City to act for and bind City as may be reasonably required by the Title Company (such documents are to be retained by the Title Company, not Developer); (e) Transfer Tax Declaration. A Transfer Tax Declaration (if a separate declaration is required), such statements as may be required by the Title Company and such other documents reasonably required by the Title Company to properly consummate this transaction, including a customary owner's affidavit (such documents are to be retained by the Title Company, not Developer); and (f) Other Documents. Other documents reasonably required to properly consummate the transaction.

7.5. Developer's Closing Obligations. On the Closing Date, Developer (or the Affiliate) shall deliver to the Title Company for recordation or delivery to City (or the party noted below) through Escrow the following:
(a) Ground Lease. The Ground Lease executed by Developer; (b) Memorandum of Lease. A Memorandum of Lease executed and acknowledged by Developer in recordable form;
(c) Authority. Proof of Developer's authority and authorization to ground lease the Property, and such proof of power and authority of the individuals executing and/or delivering such instruments, documents or certificates on behalf of Developer to act for and bind Developer as may reasonably be required by the Title Company (such documents are to be retained by the Title Company, not City); (d) Rent. The rent due under the Ground Lease; and
(e) Other Funds. Other funds and documents reasonably required to properly consummate the transaction.

7.6. Close of Escrow. If, on the Closing Date, the Title Company holds and can deliver the documents described in Sections 7.4 and 7.5 ; and the Title Company can record the Memorandum of Lease, then the Title Company shall:
(a) Record the Memorandum of Lease in the Official Records; (b) Deliver the fully executed Ground Lease and copies of all recorded documents to City and Developer;
(c) Deliver the Title Policy to Developer;
(d) Deliver the rent to City; and
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27 (e) Deliver the remaining documents to the parties specified as specified herein.

7.7. Termination of Escrow. Subject to the terms of Section 7.2, if the Closing does not take place on or before the Closing Date, then the parties shall in good faith attempt to mutually agree to extend the Closing Date for a mutually acceptable period of time, or if they are unable to agree on such an extension, then the Escrow shall terminate, all documents and funds deposited into Escrow with respect to the Closing shall be returned to the respective parties that delivered such items and, and except for obligations that expressly survive termination of this Option Agreement, the Option and this Option Agreement shall terminate.

7.8. Possession . Subject to the terms of the Ground Lease, City shall deliver possession of the Property to Developer on the Closing Date, subject only to the Permitted Exceptions.

ARTICLE VIII

GENERAL PROVISIONS

8.1. Notices. All notices and other communications under this Option Agreement shall be properly given only if made in writing and mailed by certified mail, return receipt requested, postage prepaid, or delivered by hand (including messenger or recognized delivery, courier or air express service) to the party at the address set forth in this Section 8.1 or such other address as such party may designate by notice to the other party. Such notices and other communications shall be effective on the date of receipt (evidenced by the certified mail receipt) if mailed or on the date of such hand delivery if hand delivered. If any such notice or other communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication shall be effective on the date delivery is attempted. Any notice or other communication under this Option Agreement may be given on behalf of a party by the attorney for such party.

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28 If to City: City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Attn: City Manager
one copy to: Attn: Director of the Base Reuse and
Economic Development Director
second copy to: Attn.: City Attorney
With a copy to: Best Best & Krieger LLP
Attn: Jessica Lomakin, Esq.
2855 E. Guasti Rd., Suite 400
Ontario, CA 91761
If to Developer: Radium Presents, Inc.
1201 Sherman Street
Alameda, CA 94501
Attn: Christopher Seiwald
With a copy to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attn: Lisa Maxwell, Esq.

If to the Title Company: First American Title Insurance Company 1280 Civic Drive, Suite 104
Walnut Creek, CA 94596
Attn: Ted V. Bigornia

8.2. Defaults.

(a) Developer Default. In the event of a Developer Default under the terms and conditions of this Option Agreement, City shall promptly give Developer written notice of such default. If any Developer Default exists and is continuing beyond the applicable notice and cure period, then City shall have the option, in its sole discretion, in lieu of all other remedies that City might otherwise have hereunder at law or in equity, to terminate this Option Agreement upon written notice of termination to Developer, and thereafter neither of the Parties shall have any further rights or obligations hereunder, except for obligations that expressly survive the termination of this Option Agreement. In no event shall City be entitled to any damages, of any kind or character, from Developer.
(b) City Default. In the event of a City Default under the terms and conditions of this Option Agreement, Developer shall promptly give City written notice of such default. In the event that any City Default exists and is continuing beyond the applicable notice and cure period, then Developer shall have the right, as its sole and exclusive remedy, in lieu of all other remedies that Developer might otherwise have Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

29 hereunder at law or in equity, to terminate this Option Agreement by written notice to City. In the event this Option Agreement terminates in accordance with this Section

8.2(b), neither of the Parties shall have any further rights or obligations hereunder, except for obligations that expressly survive the termination of this Option Agreement. In no event shall Developer be entitled to any damages, of any kind or character, from City.

8.3. Governing Law. This Option Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

8.4. No Recovery of Attorney’s Fees or Costs. In the event of any litigation or administrative or arbitration proceeding relating to this Lease, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

8.5. Construction. City and Developer acknowledge that each party and its counsel have reviewed and revised this Option Agreement and that the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Option Agreement or any document executed and delivered by either party in connection with the transactions contemplated by this Option Agreement. The captions in this Option Agreement are for convenience of reference only and shall not be used to interpret this Option Agreement.

8.6. Terms Generally. The defined terms in this Option Agreement shall apply equally to both the singular and the plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written."

8.7. Further Assurances. From and after the date of this Option Agreement, City and-Developer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and, usual to complete the transactions contemplated by this Option Agreement and to carry out the purpose of this Option Agreement in accordance with this Option Agreement.

8.8. Partial Invalidity. If any provision of this Option Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Option Agreement, and this Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

30 Option Agreement shall remain in full force and effect without such invalid, illegal or unenforceable provision.

8.9. Waivers. No waiver of any provision or right under this Option Agreement or any breach of this Option Agreement shall be effective unless such waiver is in writing and signed by the waiving party and any such waiver shall not be deemed a waiver of any other provision of this Option Agreement or any other or subsequent breach of this Option Agreement.

8.10. Assignment. Developer shall not assign or transfer this Option Agreement or any interest in or part of this Option Agreement without City’s written consent, except for the right of Developer to cause the Ground Lease to be entered into or assigned to an Affiliate. Subject to the foregoing, this Option Agreement shall benefit and bind City and Developer and their respective successors and assigns.

8.11. Miscellaneous. The exhibits attached to this Option Agreement are made a part of this Option Agreement. Neither City nor Developer shall make any public announcement of this Option Agreement or the transactions contemplated by this Option Agreement without the prior consent of the other, except in connection with the submittals and other applications to public agencies as contemplated or permitted by this Option Agreement or unless any such announcement is reasonably necessary to comply with applicable law. Time is of the essence of this Option Agreement. This Option Agreement may not be amended or modified except by a written agreement signed by City and Developer. This Option Agreement and the agreements attached as exhibits to this Option Agreement, if and when executed, constitute the entire and integrated agreement between City and Developer relating to the ground lease of the Property and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect to the lease of the Property.

8.12. Counterparts. This Option Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The signature of any party transmitted by electronic signature software or service, facsimile or e-mail (PDF or other image) shall be deemed an original signature of the transmitting party for any and all purposes.

8.13. Operating Memoranda. The parties acknowledge that the provisions of this Option Agreement require a close degree of cooperation, and that new information and future events may demonstrate that changes are appropriate with respect to the details of performance of the parties under this Option Agreement. The parties desire, therefore, to retain a certain degree of limited flexibility with respect to the non- substantive or administrative details of performance of those items covered in general terms under this Option Agreement. If and when, from time to time during the term of this Option Agreement, the parties find that refinements or adjustments regarding details of performance are necessary or appropriate, they may effectuate such refinements or adjustments through a memorandum (individually, an "Operating Memorandum", and collectively, "Operating Memoranda") approved by the parties which, after execution, shall be attached to this Option Agreement as addenda and Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

31 become a part hereof, provided, however, that such willingness to cooperate by either party shall not in any way diminish, waive, delay, or modify Developer’s obligation to timely perform all covenants, milestones, and duties required under this Option Agreement, except to the extent an obligation under this Option Agreement is expressly changed, waived, delayed or modified in a non-material manner pursuant to an Operating Memorandum executed by both parties. This Option Agreement describes some, but not all, of the circumstances in which the preparation and execution of Operating Memoranda may be appropriate. Operating Memoranda that implement the provisions of this Option Agreement, that provide clarification to existing terms of this Option Agreement or that make minor modifications to the Schedule of Performance may be executed on City's behalf by its City Manager, or designee, without action or approval of City Council, provided such Operating Memoranda do not change material terms of this Option Agreement. Minor modifications may include, among others, administrative adjustments to interim dates that do not materially extend, delay, or impact Major milestones or City’s remedies related to enforcement of the same.

Operating Memoranda shall not require prior notice or hearing, and shall not constitute an amendment to this Agreement. Any substantive or significant modifications to the terms and conditions of performance under this Option Agreement shall be processed as an amendment to this Agreement and must be approved by City Council. For the avoidance of doubt, references in this Section 8.13 to “minor modifications” include administrative adjustments to dates associated with milestones identified as Minor in the Schedule of Performance pursuant to Section 2.2.

8.14. Definitions.
(a) " Affiliate" means any Person that directly or indirectly Controls, is Controlled by or is under Common Control with Developer, which shall require that the same Person hold, a majority controlling interest in both Developer and such Affiliate, and provided such Person possesses comparable financial and management capacity to Developer.
(b) " Approve," Approved," or "Approval" means, as to the subject matter thereof and as the context may require, an express approval contained in a written statement signed by an approving Person, which, except as otherwise expressly stated in this Option Agreement, said Approval shall not be unreasonably withheld, conditioned or waived.
(c) " City" is defined in the Preamble.
(d) " City Indemnitees" is defined in Section 5.2.
(e) " City's Representatives' Knowledge" is defined in Section 4.1(m). (f) " Business Day(s)" means any day other than Fridays, Saturdays, Sundays and days on which Federal or California state-chartered banks are closed for business.

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32 (g) " CEQA" means the California Environmental Quality Act, Public Resources Code Section 21000 et seq., as such may be amended from time to time. (h) " City" is defined in the Preamble.
(i) " City Default" means (i) a default by City hereunder, which is not cured (x) within ten (10) Business Days following written notice from Developer, with respect to a default that consists solely of the failure to pay an amount to Developer that is due and payable, or (y) with respect to City’s failure to perform any other express obligation under this Option Agreement, within thirty (30) days following written notice from Developer, provided that, in the event the default is not of the nature that may reasonably be cured within such thirty (30) day period but can be cured by City, the default shall not be deemed to be uncured if City commences such cure within the initial thirty (30) day period and thereafter continuously and diligently prosecutes the cure to completion. The parties expressly acknowledge and agree that “City Default” shall not include actions or omissions of City in exercising its governmental, legislative, regulatory, or police powers in a manner consistent with City’s typical practices and procedures.
(j) " Closing" is defined in Section 7.2.
(k) " Closing Date" is defined in Section 7.1.
(l) " Code" is defined in Section 7.4(c).
(m) “ Community Benefits Package” is defined in Recital G. (n) " Construction Documents" means, collectively, the final and complete detailed architectural and engineering plans and specifications for construction of the Improvements that will be prepared by Developer and its consultants and Approved by City in accordance with this Option Agreement. (o) " Control", “Controlling” or under “Common Control” means possession of the power to direct decision-making, management and policies of the Person in question.
(p) " County" is defined in Recital A.
(q) " Developer" is defined in the Preamble.
(r) " Developer Default" means (i) a default by Developer hereunder, which is not cured (x) within ten (10) Business Days following written notice from City, with respect to a default that consists solely of the failure to pay an amount to City (including the Option Payment) that is due and payable, or (y) with respect to any other default, within thirty (30) days following written notice from City, provided that, in the event the default is not of the nature that may reasonably be cured within such thirty (30) day period but can be cured by Developer, the default shall not be deemed to be Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

33 uncured if Developer commences such cure within the initial thirty (30) day period and thereafter continuously and diligently prosecutes the cure to completion. (s) " Developer Indemnitees" is defined in Section 5.1(e). (t) " Effective Date" is defined in the Preamble.
(u) “ ENA” is defined in Recital D.
(v) " Entitlements" means each and every land use approval and entitlement to develop the Improvements that must be obtained before Developer may apply for a building permit to commence construction of the Improvements, including compliance with CEQA, zoning, approval of a site development permit, vesting tentative Property map, preliminary development plan, development agreement, but, for the avoidance of doubt, not including any General Permit or building permits. (w) " Escrow" is defined in Section 7.1.
(x) " Extension Conditions" means those conditions and performance milestones imposed by City in Section 1.3(b) of this Option Agreement, including Project development and fundraising milestones and ongoing progress by Developer to obtain the Entitlements and building permits for the Project.
(y) " First Extended Option Exercise Deadline" is defined in Section

1.3(b)
(z) “ Fundraising Feasibility Study” is defined in Recital E. (aa) “ Force Majeure” means actual delay in performance by either party under this Option Agreement that is caused by events beyond the reasonable control of the affected party and not due to its fault or negligence. In such cases the delay shall not constitute a default and related performance deadlines shall be extended on a day- for-day basis for the actual duration of the Force Majeure event. Events that may constitute Force Majeure include: war; acts of terrorism; insurrection; labor disputes or strikes; lockouts; riots; natural disasters (including floods, fires, earthquakes, and other acts of God); unusually severe weather, but only to the extent that such weather or its effects (including, without limitation, dry-out time) result in delays that cumulatively exceed twenty (20) days during any season occurring after commencement of construction under the Ground Lease; epidemics or pandemics; quarantine or travel restrictions; freight embargoes; government orders or restrictions; delay in obtaining approval of the Pre-Development Entitlements, Entitlements or General Permits or any modifications thereto within the timeframes set forth in the Option Agreement or the Ground Lease to the extent such delay is caused by any government agency or department, excluding City provided that Developer has diligently pursued all such Pre- Development Entitlements, Entitlements or General Permits and timely responded to all follow up inquiries or requests for information from said government agency or department; the discovery, investigation and/or remediation of pre-existing Hazardous Materials in, on, under or about the Property; or any litigation, injunction, or other legal Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

34 action that directly and actually prevents the affected party from performing its obligations under this Agreement, including any qualifying Legal Challenge (each, a “Force Majeure Delay”). For the avoidance of doubt, the mere filing of a legal challenge, including but not limited to challenges under the California Environmental Quality Act (“CEQA”), related to any decision, action, or inaction of the City or other governmental authority in connection with the Property, the Project, or this Option Agreement is not sufficient to constitute Force Majeure or a Force Majeure Delay (“Legal Challenge”), except to the extent that such Legal Challenge results in an injunction or other judicial or administrative order that expressly and directly restricts a party’s performance hereunder, in which event such Legal Challenge shall be considered a Force Majeure Delay. If a Force Majeure Delay occurs, the affected party shall provide written notice to the other party within thirty (30) days of the commencement of said delay detailing the nature of the Force Majeure event, the steps taken to mitigate delay, and the specific delay that said Force Majeure event has caused to that party’s performance as well as an anticipated date for resuming performance to the extent such date is known or can be estimated. Failure of a party to provide timely, compliant notice shall forfeit Force Majeure relief for the period prior to the provision of actual notice to the other party . Any extension of time granted under this section shall be limited to the actual period of delay caused by the Force Majeure event and shall commence from the date the Force Majeure event began. The parties shall use reasonable efforts to mitigate the effects of any Force Majeure Delay and to resume performance as soon as is reasonably practicable. Notwithstanding the foregoing, if any Legal Challenge that does not constitute a Force Majeure Delay, as described above, continues for a period of twelve (12) months or longer without a resolution that allows the Project, as described in this Option Agreement and the Ground Lease, to continue to completion without material modification (meaning the Project could only move forward if it underwent major changes such as, by way of example, significant change in scope, building size, parcel size, or public benefits), Developer may terminate this Option Agreement, the Ground Lease and the Project by delivering to City thirty (30) days written notice thereof. Upon the date that such termination by Developer is effective, the parties shall have no further obligations to the other, except those obligations which expressly survive termination, as set out in this Option Agreement or the Ground Lease. The termination option described in this section applies only during the Lease Option. Upon execution of the Ground Lease, Developer’s option to terminate pursuant to this section shall automatically expire and be of no further force or effect, except as otherwise expressly set forth in the Ground Lease.
(bb) " General Permits" means each and every permit that must be obtained before Developer may apply for a building permit to commence construction of the Improvements, including any permits required from agencies with jurisdiction over the Project, but, for the avoidance of doubt, not including any building permit. (cc) " Ground Lease" is defined in Section 1.1(a).
(dd) " Hazardous Material" means any hazardous or toxic substance, material or waste, or any pollutant or contaminant, or any substance that is or becomes Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

35 regulated by any local governmental authority, the state in which the Project is located or the United States Government. The term "Hazardous Material" includes, but is not limited to, any material or substance that is (i) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution. Control Act (33 U.S.C. § 1321), (ii) designated as a "toxic pollutant" pursuant to Section 307 thereof (33 U.S.C. § 1317), (iii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. § 6903), (iv) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental' Response Compensation and Liability Act (42 U.S.C. § 9601, et seq.), (v) asbestos, (vi) petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), (vii) petroleum products, (viii) polychlorinated biphenyls, (ix) urea formaldehyde, (x) radon gas, (xi) radioactive matter, (xii) medical waste, and (xiii) chemicals that may cause cancer or reproductive toxicity. (ee) " Hazardous Material Laws" means all laws, ordinances, rules, regulations, orders and other requirements of any government or public authority now in force or that may hereafter be in force relating to protection of human health or the environment from Hazardous Material, including all requirements pertaining to reporting, licensing, permitting, investigation and remediation of emissions, discharges, storage, disposal or releases of Hazardous Materials and all requirements pertaining to the protection of the health and safety of employees or the public with respect to Hazardous Material.
(ff) " Improvements" means the improvements to be constructed on the Property, as more specifically described in Recital C, by Developer. (gg) " Initial Option Payment" is defined in Section 3.1. (hh) " Initial Term" is defined in Section 1.3(a).
(ii) " Memorandum of Lease" is defined in Section 7.4(b). (jj) " Memorandum of Option" is defined in Section 1.2. (kk) " Notice" means a written advice, request, demand or notification required or permitted by this Option Agreement, as more particularly provided in Section

8.1. (ll) " Official Records" is defined in Section 1.2. (mm) “ Operating Memoranda” and “Operating Memorandum” are defined in Section 8.13.
(nn) " Option" is defined in Section 1.1(a).
(oo) " Option Agreement" is defined in the Preamble.

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36 (pp) " Option Exercise Deadline" means the Original Option Exercise Deadline, unless the Original Option Exercise Deadline is timely extended by Developer in accordance with Section 1.3, in which case it shall mean the First Extended Option Exercise Deadline, the Second Extended Option Exercise Deadline or the Third Extended Option Exercise Deadline, as applicable].
(qq) " Option Notice" is defined in Section 1.4.
(rr) " Option Payments" is defined in Section 3.1.
(ss) " Option Term" means the Initial Term, as such may be extended, and if extended, the First Extended Option Exercise Deadline, the Second Extended Option Exercise Deadline and/or the Third Extended Option Deadline. (tt) " Original Option Exercise Deadline" is defined in Section 1.3(a). (uu) " Property" is defined in Recital A.
(vv) " Right of Entry" means Developer’s right to enter the Property during the Option Term to undertake Work as set forth in the Right of Entry Agreement. (ww) " Person" means any individual, corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, business trust or other business entity or organization, the United States or a federal, state or local subdivision thereof. (xx) “ Pre-Development Entitlements” is defined in Section 1.6(h). (yy) " PSA" is defined in Section 6.1(j)
(zz) " Project" is defined in Recital B."
(aaa) " Second Extended Option Exercise Deadline" is defined in Section 1.3(b)(B).
(bbb) " Survival Period" is defined in Section 4.1.
(ccc) “ Sustainable Operations Plan” is defined in Recital F. (ddd) " Third Extended Option Exercise Deadline" is defined in Section

1.3(b)(C).
(eee) " Work" is defined in Section 1.6(c).
[Signatures on following page]
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37 IN WITNESS WHEREOF, City and Developer have executed this Option Agreement as of the Effective Date.

CITY OF ALAMEDA, a charter city and
municipal corporation
By:

Name:

Its:

Approved as to Form:
_________________________________
Len Aslanian
Assistant City Attorney
Christopher Seiwald, CEO
RADIUM PRESENTS, INC., a
California 501(c)(3) corporation
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Secretary
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Exhibit A
Exhibit A
Property – Legal Description
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Exhibit A-1
Exhibit A-1
Property – Depiction
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Exhibit B
Exhibit B
Fundraising Feasibility Study
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3041 Mission Street, #104, San Francisco, CA 94110 • UpstreamPhilanthropy.com 1 P HILANTHROPIC P LANNING S TUDY FOR R ADIUM P RESENTS

E XECUTIVE S UMMARY
December 2025
Purpose of Thi
s Executive Summary
Upstream Philanthropy Inc. was honored to collaborate with Radium Presents (Radium) to conduct a philanthropic planning study from late 2024 through 2025. This Executive Summary synthesizes the key findings, conclusions, and recommendations of the study. It is intended for civic leaders, board members, philanthropic partners, and senior stakeholders to provide a clear, integrated understanding of the project’s opportunity, challenges, and recommended path forward.

Study Methodology
Upstream Philanthropy was retained by Radium to conduct a philanthropic planning study assessing fundraising readiness for a proposed performing arts center at Alameda Point, including the feasibility of raising $165 million as part of a capital campaign. The study was designed as a diagnostic process to inform plans and provide an early indicator of the ability to fundraise at a large scale, rather than to initiate fundraising.

The study addressed six core questions related to campaign feasibility: the strength of the case for support; what would be the most effective fundraising strategy and sequencing; availability of volunteer and philanthropic leadership; staffing and resource requirements; adjustments needed to secure major commitments; and recommended next steps should a campaign not be immediately feasible.

The process was guided by a volunteer Task Force of board and other advisors, which convened in late 2024 and remained engaged throughout the study. Potential interviewees were identified collaboratively by staff and Task Force members and represented philanthropic, civic, and regional perspectives, most of whom were not current donors to Radium. Personalized outreach was conducted through email, letters, and follow-up communications signed by Radium leadership and Task Force members, accompanied by a brief prospectus. It should be noted that the City of Alameda’s commitments -- including favorable lease terms and infrastructure improvements supporting the surrounding area --were finalized after the study prospectus was distributed and therefore not reflected in participant interviews.

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3041 Mission Street, #104, San Francisco, CA 94110 • UpstreamPhilanthropy.com 2 Confidential in-depth interviews were conducted in addition to meetings with other key stakeholders between December 2024 and August 2025. Because many interviewees were unfamiliar with Radium, the process required thoughtful cultivation, often involving multiple conversations before an interview was accepted. Interviewees were assured complete confidentiality, and all feedback was reported without attribution.

Following the interview phase, Upstream Philanthropy analyzed qualitative data to identify key themes, risks, opportunities, and patterns related to fundraising readiness, organizational capacity, leadership, and external conditions. Principal findings, conclusions, and recommendations were drafted and reviewed with the Task Force, which refined and approved them prior to finalizing the report. This process ensured that the study’s conclusions are grounded in candid stakeholder input, tested assumptions, and a realistic assessment of readiness, providing Radium with a credible foundation for planning its next phase.

I. Key Findings
Broad Enthusiasm and Cultural Opportunity
Interviewees expressed strong appreciation for the arts and widespread enthusiasm for the idea of a waterfront performing arts center in Alameda. Radium’s plans for a waterfront performing arts center are widely viewed as a visionary concept with the potential to become a cultural, economic, and place-making asset for Alameda and the greater East Bay. Alameda’s island identity, waterfront location, ferry access, and growing hospitality ecosystem were frequently cited as powerful differentiators. At the same time, interviewees emphasized that successful performing arts destinations do not function in isolation. They thrive when embedded within vibrant, walkable, mixed-use districts supported by strong civic planning and infrastructure investment. Interviewees widely viewed the project as one that will undoubtedly benefit the city and region and were deeply impressed by the investment of a private individual in a public site, noting how rarely that happens.

Alameda Point as Opportunity and Constraint
Alameda Point is seen as an area of extraordinary potential that is still emerging. Access and perception, particularly among audiences from outside Alameda, remain challenges. While many respondents were enthusiastic about its long-term promise, most noted that the area currently lacks sufficient foot traffic, amenities, and nighttime activity to support a major performing arts venue at scale. However, this finding presents an opportunity for collective partnership –- among the City, business and development community, the Chamber of Commerce, and Radium -- to further define the regional importance of Alameda and reasons to visit. A recurring finding was that arts facilities Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3041 Mission Street, #104, San Francisco, CA 94110 • UpstreamPhilanthropy.com 3 are most successful when surrounded by housing, retail, restaurants, public space, and transportation options that support a complete destination experience.

Many interviewees expressed skepticism toward an “if you build it, they will come” approach absent broader district development that might be underway albeit further into the future. While the study prospectus referenced the approximately 1,200 residential units within the Site A development, the broader pipeline of existing and approved housing — totaling some 2,251 units within walking distance of the site — was not a primary focus of the research.

Expectations Among Those Most Likely to Make Large Gifts Several interviewees consistently stated that projects of this scale require visible public-sector participation. Government involvement through planning leadership, infrastructure investment, land use policy, and even financial participation is widely viewed as a prerequisite for major philanthropic investment. Donors interpret public-sector engagement as a signal of legitimacy, shared risk, and long-term civic commitment strengthening fundraising momentum. As noted earlier, the City's commitments to the project — including favorable lease terms and infrastructure improvements supporting the surrounding area — were not included in the study prospectus shared with interview candidates and therefore were not reflected in interviewee responses regarding public-sector participation.

II. Principal Conclusions
Capital Campaign Readiness
The study affirmed strong enthusiasm for Radium’s vision while noting that, at a tested campaign goal of $165 million, the pool of lead donors needed for a campaign of this size is still emerging. As a result, the study recommends launching fundraising with an interim, strategic approach that builds early momentum, demonstrates proof of concept, and expands Radium’s base of committed supporters. This phase presents an opportunity to strengthen key elements—including timing, long- term sustainability, surrounding development, and organizational capacity—concurrently with early fundraising efforts.

Destination Readiness and Timing
Many interviewees shared views that a large-scale venue would struggle to attract consistent audiences before Alameda Point reaches a greater level of development. Housing, retail, hospitality, public space, and infrastructure were viewed as essential precursors to long-term success. The study Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3041 Mission Street, #104, San Francisco, CA 94110 • UpstreamPhilanthropy.com 4 reinforces that timing matters as much as ambition. Opening a major cultural facility too early risks operational challenges, reputational harm, and donor skepticism.

Leadership and Capacity
Founder and staff leadership (and vision) received widespread praise, particularly Christopher Seiwald and Rachel Campos de Ivanov, and Radium’s accomplishments to date in the community were widely recognized as significant. However, the study concluded that Radium must strengthen governance, staffing, and fundraising capacity before undertaking a project of this magnitude. There is also concern that Alameda alone does not have the philanthropic capacity to support a campaign and ongoing operations at this scale, reinforcing the importance of regional engagement and public-sector partnership.

Perceived Role of the City of Alameda
Across our conclusions, partnership with the City of Alameda and visible state and local investment were viewed as essential conditions for fundraising success. Interviewees broadly saw the project as a strategic opportunity for the city given its potential to drive economic development, tourism, and quality of life.

III. Recommendations and Path Forward
Pursue an Interim Strategy
The principal recommendation of the study is that Radium pursue an interim path toward its long- term vision. This would include identifying an interim location or semi-permanent structure that allows Radium to operate year-round, refine its identity, test programming, build audiences, generate proof-of-concept, and build a philanthropic base. This interim phase is intended to reduce risk, demonstrate demand, and strengthen organizational readiness.

Augment the Project Team to Position the Campaign for Success The study recommends that Radium expand its operations to support future growth and partnership. Key steps include hiring an Executive Director, Development staff, clarifying existing staff roles, expanding and strengthening the Board, investing in fundraising and patron development infrastructure, and continued partnership and engagement with the City’s arts and tourism objectives. These investments will ensure that Radium builds an audience of patrons and donors and functions as a credible civic partner and to responsibly steward future philanthropic and public investment.

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3041 Mission Street, #104, San Francisco, CA 94110 • UpstreamPhilanthropy.com 5 Align Interim Efforts with City Planning and Deepen Partnership A core recommendation is that Radium's interim and long-term strategy be intentionally aligned with the City of Alameda's planning and development efforts at Alameda Point, ensuring that cultural activation, infrastructure investment, and district development reinforce one another.

Throughout this phase, there is significant opportunity for Radium and the City to collaborate so that arts programming supports place-making goals while public policies and investments position Alameda Point as a destination.

The study emphasizes the importance of visible partnership with the City and coordination with private entities developing Alameda Point. Major donors to civic-scale projects consistently look to government as an active contributor—not as sole funder, but as a partner whose involvement validates and amplifies private philanthropy. Radium is well-positioned to serve as a leading arts and cultural partner in realizing the vision for a cultural district at Alameda Point, and to explore appropriate financing and infrastructure tools, especially those tied to tourism and economic development.

IV. Conclusion
A performing arts center at Alameda Point represents a significant cultural and economic opportunity for Alameda, but its success depends on thoughtful sequencing, organizational readiness, and continued strong partnership with the City of Alameda. Interviewees often cited their optimism for further development at Alameda Point and that the Radium project is as beneficial for the City as the City is to this project. More specifically, the future feasibility of this center is inextricably linked to the future of Alameda Point development.

A phased, interim approach—anchored in collaboration between Radium and the City—offers a responsible path to reduce risk, build credibility, and strengthen community support while delivering tangible economic and community benefits now, rather than waiting for all funds to be raised for a permanent facility. This strategy ensures that the envisioned permanent performing arts center opens at the right time and with the broad-based civic and philanthropic support required for long-term success.

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Exhibit C
Exhibit C
Sustainable Operations Plan
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Outline
Sustainable Operations Plan
October 2025
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Radium Presents
Purpose
To make the power of art accessible.

Vision
A state-of-the-art performance venue
for local and international artists that
champions the power of art to build
community, inspire compassion and
create uplifting social change.

Mission
To build community and access to the
arts through world-class performance,
serving as a center of
creative innovation for all.

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Contents
Contents
Contents .................................................................................................... 3 Introduction .............................................................................................. 4 Project Goals ................................................................................................... 4 Operating Model ....................................................................................... 6 Programming .................................................................................................. 6 The Facility....................................................................................................... 8 Staffing ............................................................................................................. 9 Operating Considerations & Community Benefits ............................... 9 Operations ....................................................................................................... 9 Current Status .............................................................................................. 14 Economic Impact .......................................................................................... 14 Project History & Market Context ........................................................ 16 A Strong Market for Arts & Culture......................................................... 17 Facility Needs of the Performing Arts Sector ....................................... 22 Appendices ............................................................................................... 24 Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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Introduction
The Radium Presents project (defined as the development of a performing arts facility at Alameda Point, hereafter known as “Project”) is not merely a space; it is a dynamic cultural hub that seeks to elevate the arts to new heights and, in turn, elevate the City of Alameda and its vibrant community. The purpose of this document, prepared by AMS Planning & Research (AMS) an arts management consulting firm, is to educate potential stakeholders and supporters on the intent and opportunities surrounding the proposed Radium Presents project in Alameda, California. This plan outlines the elements that will be necessary to build and sustainably operate the performing arts center at Alameda Point. The plan outlines the feasibility of the Project, including the rationale for its size and scale, envisioned programming, operating structure, and forecast of annual operating expenses.

Project Goals
We firmly believe that art has the capacity to transcend boundaries, ignite imaginations, and bridge divides.

Cultural Enrichment: We aspire to provide a platform for artistic expression, cultural exchange, and creative exploration. By hosting a variety of performances, exhibitions, and events, our performance venue will celebrate the rich diversity of art forms, including music, dance, theater, visual arts, and more. The Center will be an inclusive space that welcomes artists from various backgrounds and disciplines, fostering an environment that reflects the vibrant tapestry of the Bay Area arts community.

Foster Community Engagement: The Center will be a gathering place for residents, visitors, and artists, serving as a catalyst for community engagement and interaction. Through curated programs and outreach initiatives, we will actively involve local schools, community organizations, and residents, providing educational opportunities, workshops, and performances that inspire creativity, empathy, and cultural understanding. We believe that by actively involving the community, we can create a sense of ownership and pride in the venue, establishing it as a central hub for civic and cultural activities.

Promote Social Change: We firmly believe in the transformative power of art to create positive social change. Our Project seeks to showcase Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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performances and exhibitions that challenge societal norms, spark conversations, and inspire audiences to think critically about important issues. By promoting uplifting messages, empathy, and compassion through artistic expressions, we aim to contribute to the growth of a more inclusive and equitable society.

Stimulate Economic Growth: Our proposed performance venue is not only a cultural asset but also a driver of economic growth. By collaborating with local businesses and organizations, we will strive to create partnerships that support the local economy and foster sustainable development. We anticipate that by attracting local and international artists, as well as visitors from neighboring communities, Radium will generate increased tourism, stimulate local businesses, and serve as a cornerstone of Alameda Point's transformation into a vibrant waterfront destination within the Bay Area.

Provide a State-of-the-Art Facility: The Center will include a world-class performance venue that meets the highest standards in terms of design, acoustics, technology, and sustainability. We will prioritize the incorporation of environmentally friendly practices, utilizing energy- efficient systems, and sustainable materials wherever possible. Our goal is to create an iconic architectural landmark that not only enhances the cityscape but also reflects the City of Alameda’s commitments to environmental responsibility and honoring the historic character of Alameda Point.

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Operating Model
There are generally three business models for performing arts centers:

Four-Wall Rental: A four-wall rental refers to a business model where the venue is rented out to clients or resident companies. The venue provides the space, and the renter is responsible for all aspects of the production, including marketing, ticket sales, and production costs. This model allows the venue to generate revenue from rental fees while minimizing financial risk.

Presenting Facility: A presenting facility is a venue that hosts performances and events produced by external organizations or artists.

The venue is responsible for selecting and booking the performances, marketing the events, and managing ticket sales. This model allows the venue to offer a diverse range of performances without the financial risk of producing the events themselves.

Producing Facility: A producing facility is a venue that is typically home to a single organization that creates and produces its own performances and events. The venue takes on the responsibility of all aspects of the production, including artistic direction, casting, rehearsals, set design and construction, in addition to the typical tasks of marketing, ticket sales, fundraising, etc. This model allows the venue to have greater control over the creative content and artistic vision but also involves higher financial risk due to the costs associated with producing performances. Radium will not operate in this manner.

Radium’s operating model will be a hybrid of the Presenting and Four- Wall Rental models. A common practice, this hybrid model will allow Radium to spread the financial risk across business segments by a wide variety of content providers to access the space, while also maintaining control of the brand of the venue through its presenting activities.

Programming
Radium will partner with Bay Area and international artists and arts organizations to bring world-class programming to its stage. In addition, the Theater will become a cultural hub for Alameda-based community arts organizations with several already working with The Theater’s leadership in the planning of the new building.

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Radium will draw its audiences primarily from Alameda and the greater East Bay region. Radium is committed to engaging the diverse community of this region and offering inclusive programming and engagement opportunities.

To that end, based on analysis of the market and surveys of Alameda and East Bay arts and cultural organizations, the early business modeling for a normalized year of operations forecasts over 300 performances and events representing a mix of opera, dance, theater, music, lectures, educational programs, rehearsals, and rentals.

The Radium’s programming activity will be divided into three areas:

Radium Present’s: Signature touring artists from around the globe in the genres of music, dance, theater, and film presented directly by Radium.

These performances could include, for example, some of the following:
• Modern dance performances like Momix Dance
• Multi-cultural performances like Eternamente: A Dia de los Muertos Spectacular
• Family friendly performances like Mummenschanz mask and mime theater troupe from Switzerland
• Nostalgic music performances like The Doo Wop Project • Star performers like Mandy Patinkin in Concert
Rentals: A
rtists and arts companies from Alameda and the East Bay, along with local promoters and other presentations (film series, speaker series, etc.) Local and regional arts organizations such as the Island City Opera, West Edge Opera, Tomorrow Youth Repertory, and AXIS Dance Company, will likely be frequent renters at the facility.

Mandy Patinkin
Momix
Eternamente
The Doo Wop Project
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Education Programs: Radium will work with facility renters, touring artists, and local schools and non-profits to offer unique opportunities to learn about the performing arts, experience performances on field trips, and gain hands-on training. Programs such as master classes, technical theater internships, performing arts summer camp programs, and afterschool classes and workshops will all take place at the new performing arts center.

The Facility
Radium’s facility will be an approximately 62,000 square foot performing arts center with two theatres, an inviting, patron-friendly lobby, full backstage and scenery-handling capabilities including orchestra pit, professional-grade production capabilities and acoustics, with patron amenities and administrative and other functionalities. A 24,000 square foot multi-use, public outdoor plaza is also planned for the site. • Patron Amenities: Ticket office, lobby, concession areas, - including a rooftop bar - and restrooms.
• Mainstage Theatre: A proscenium style stage with 600 fixed seats, outfitted with state-of-the art lighting, sound and other theatre equipment, with Green Room and dressing rooms.
• Second “Studio” Theatre: A “studio” type space with flexible seating and a flat floor, to be used for rehearsals and for performances that are enhanced by a smaller, more intimate space, such as solo concerts, dance performances and other presentations.
• Rehearsal Room: The Center includes a Rehearsal Room with a sprung floor, matching the dimensions of the mainstage’s performing area.

This allows performers to rehearse while another event occupies the stage. Adjacent to the lobby on the ground floor, the Rehearsal Room becomes an excellent space for educational purposes such as dance, music, and movement classes, as well as community gatherings. • Administrative Facilities: Executive offices, event offices, reception/open office space, work and storage areas, staff lounge, conference room. • Other Facilities: Catering kitchen and prep area, janitorial and building operations.
• Public Plaza: The Project will include an approximately 24,000 square foot outdoor public plaza that can accommodate a range of uses such as performances and be widely accessible to the public on a daily basis.

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• Publicly Accessible Viewing Areas: The current design of the Project includes a lobby, second floor balcony, and roof viewing areas which could be accessible to the public.

Staffing
To accomplish the mission and support the planned level of activity, the following senior level staff positions are anticipated. Radium anticipates having a staff of 14 full-time equivalent staff members. Forecasted staffing is based on industry standards for comparable facilities.

Executive & Artistic Director: the chief executive officer of Radium. Also primarily responsible for selecting Radium’s presenting series artists and maintaining relationships with artists, agents, and community arts organizations.

Business Manager / Bookkeeper: maintains financial records, fiscal reports, human resources, and contracts.

Development Director: oversees and coordinates all fundraising activities.

Marketing Director: oversees and coordinates all marketing, communications, and community engagement.

Operations Director: oversees and coordinates all aspects of theatrical and facility operations.

Operating Considerations & Community Benefits
In addition to the activity provided to the community through Radium’s programming, the organization is committed to providing some specific benefits and achieving certain operational benchmarks as part of a land lease agreement with the City of Alameda for a site at Alameda Point. The complete Operations & Benefits Statement offered by Radium to the City is included in the appendices (Appendix V).

Operations
Operating Revenues
30% of revenues will be derived from ticket sales from shows presented directly by Radium Presents (approximately $1million annually). These performances would include signature artists from around the globe in the genres of music, dance, theater, and film. Like many performing arts centers, patrons will be able to purchase season packages, flex-tickets, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

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and single event tickets at varying price points (including the redemption of over 100 complimentary ticket vouchers per year provided to Alameda Point-based not-for-profit organizations noted in the Operations & Benefits Statement and shown on page 8 of Appendix IV). AMS has established a conservative ticket price range of $25 - $100 with an overall average of $54, which is in-line with similar programs in the Bay Area. Ticket prices will be adjusted as market conditions and costs fluctuate over time. The typical array of discounted tickets will also be made available for senior citizens, students, veterans, etc.

Additional earned revenue streams include rentals ($348,000; 10%) by area arts and non-profit groups (which will occupy the largest number of annual use days), related fees for chargebacks (fees charged for labor, equipment and other supplementary items; $376,000; 11%), and ancillary income from ticket fees and concessions ($745,500; 21%).

Figure
1: Revenue Sources
Performing arts centers also require contributions and other forms of ‘given support’ to meet their expenses and Radium Presents will be no different. Contributed revenue sources will include a mix of sponsorships, grants, government contributions, endowment earnings, individual Radium
Presentations
$1,073,700 , 30%
Rentals
$348,200 , 10%
Chargeback
Revenue
$375,800 , 11%
Ancillary
Revenue
$745,500 , 21%
Total
Contributed
Revenue
$1,010,000 , 28%
Operating Revenues - $3.5M
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donations, and special event proceeds. Contributed revenue of $955,000, (28%) plus $2.45 million in earned revenue equates to a total income of $3.5 million in a normalized year of operation (assumed to begin the third year following building opening). Earned and contributed income will be sufficient to cover annual operational expenses.

Operating Expenses
Program and personnel expenses necessarily drive costs. Radium’s season of featured performances and touring events will have direct costs in the range of $1million (or 28% of total expenses), which includes artist fees, marketing costs, and other production costs directly related to shows. Personnel costs are projected at $1.45million (41%), which will support a staff of 14 full-time equivalent employees. The remaining costs are split between general & administrative overhead, occupancy costs (for utilities, property insurance, maintenance, security, and cleaning) and a 5% expense contingency bringing total expenses to over $3.5million.

Figure 2: Expenses
Radium
Presentation
Expense
$984,000 , 28%
Chargeback Expenses
$277,200 , 8%
Personnel
$1,451,200 ,
41%
G & A
$267,500 , 7%
Occupancy Costs
$403,000 , 11%
Contingency
$169,100 , 5%
Operating Expenses - $3.5M
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Operating Net Results
So long as an adequate level of fundraising occurs, the current projections result in a break-even budget. This equates to an earned-to- contributed revenue ratio of roughly 70% earned to 30% contributed.

This ratio places somewhat greater reliance on earned revenue than many performing arts organizations, which commonly have 60-40 or 50- 50 ratios. But we believe this is still a conservative and reasonable ratio given the rentable spaces of Radium Presents, its special location facing the San Francisco Bay, documented high demand for space in the market, and the unique nature and accessibility to arts users of the facility in the East Bay market.

The financial forecast summary on the next page, with related information found in Appendix IV, shows a Capital Expenditure Account as denoted in the Operations & Benefits Statement. This special account will be funded by a $2 per ticket fee, which will generate over $212,000 per year based on current ticket sales estimates. Using this as a basis, this special account would make approximately one million dollars available for major repairs and replacements every five years.

A complete summary of the operating financial forecast for a Base Year of operations (typically the third year after opening) is below, with full details appended.

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Radium Presents
SCHEDULE 2: SUMMARY

BASE PRO FORMA BASE YEAR
Earned Revenue
Radium Presentations $1,073,700
Rentals $348,200
Chargeback Revenue $375,800
Ancillary Revenue $745,500
Total Earned Revenue $2,543,200
Contributed Revenue
Individuals / Families $560,000
Grants / Sponsorships $450,000
Total Contributed Revenue $1,010,000
TOTAL OPERATING REVENUES $3,553,200
Operating Expenses
Radium Presentation Expense $984,000
Chargeback Expenses $277,200
Personnel $1,451,200
G & A $267,500
Occupancy Costs $403,000
Subtotal Operating Expenses $3,382,900
Contingency $169,100
TOTAL OPERATING EXPENSES $3,552,000
TOTAL ANNUAL RESULT: $1,200
Capital Expenditure Account $212,100
% Earned Revenue 72%
% Contributed Revenue 28%
Total Annual Attendance 117,860
Figure 3: A top-line summary of the financial forecast. The detailed pro forma has been attached as Appendix IV. Figures rounded.

The operating forecast above represents a summary Profit and Loss statement. It does not include bank balances or other balances that would be represented on a Balance Sheet. The forecast has accounted for non-profit rental rates, ticket discounts, redeemed ticket vouchers, staffing to allow public access, and other operational factors.

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Current Status
Over the last two years, the Radium Presents Governing Board of Directors has worked to further develop the organization’s direction, establishing a purpose, and updating its vision and mission. This work has allowed the Board to consider its philosophical underpinnings and explore the Theater’s proposed activity mix, location, potential partners, and evolution. In 2022, the Board launched an outdoor performing arts series, known as Radium Runway, as a “proof of concept.” The series recently completed its third season.

Board committees are currently driving organizational development initiatives. From utilizing community input to inform critical Project decisions, to establishing criteria for continued board recruitment, their planning framework, as illustrated below, represents an iterative and overlapping process which allows the organization to advance in a holistic way. Most recently, the Board commissioned a fundraising feasibility study and has commenced a capital campaign.

Economic Impact
The Americans for the Arts (AFTA) “Arts and Economic Prosperity” study proves a powerful tool for arts and cultural organizations as they communicate their value to their communities. According to AFTA, approximately 79% of Americans believe that the arts are “important to their community’s businesses, economy, and local jobs.” 1 The most recent Americans for the Arts study finds that in the United States, the nonprofit arts and culture industry generated $151.7 billion in total economic activity – $73.3 billion in spending by arts and cultural organizations and an additional $78.4 billion in event-related spending by their audiences. These expenditures represent $101 billion in resident household incomes, $29.1 billion in government revenue, and 2.6 million in full-time equivalent jobs.
1 Arts & Economic Prosperity 6 (September 2023); 2022 data.

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In its calculations, AFTA accounts
for direct audience spending
through admission costs, as well as
indirect audience spending. The
latter represents the total financial
contribution arts audiences make
to local businesses and people,
over and above the dollars spent
at the arts organization itself; this
may include dining out, paying for parking, or compensating for childcare.

AFTA found that on average, arts and cultural patrons spend $38.46 per event in addition to the cost of admission.

Along with its national aggregated data, AFTA provides an “Economic Impact Calculator” for individual entities to measure their potential impact. When estimated Radium audiences and expenditures were entered, the calculator projected total expenditures, jobs, household income, and government revenues, revealing potential economic impact upwards of $5 million per year.

The data demonstrates that total
economic impact is not driven by
population, but by content,
therefore showing that continued
investment in the arts will result in
higher impact for Alameda and
advance the quality of life for
residents and visitors alike.

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Project History & Market Context
In May 2017 AMS Planning &
Research and The Shalleck
Collaborative, theater consultants,
were engaged to conduct a
feasibility study for a new theater
for the community of Alameda,
California, a city in the San
Francisco Bay area that borders the
City of Oakland and is directly
across the Bay from San Francisco.

The consulting team was charged with examining existing community arts assets, testing key assumptions and producing recommendations for strategies to promote the new facility and to promote the community as an attractive destination for experiencing the arts and culture.

AMS conducted research, solicited input from the community, studied the needs of prospective theater users, and evaluated existing cultural resources. In addition, case studies of comparable facilities in similar communities were researched and documented to provide examples of community performing arts facilities’ management structures, programming and operations and as exemplars of best practices in the field that might have potential application to the development of the new facility in Alameda. These case studies also provided the basis, in part, for some of the recommendations in the feasibility study.

The feasibility of developing a new and successful performing arts center in Alameda was supported by the findings of the study. In short, it was found that building a new performing arts facility is a beneficial investment in the community, for the community. The benefits of the arts to the local economy, to building a sense of community, to education, to promoting cross-cultural understanding and cohesiveness in Alameda would be greatly enhanced with the development of a new performing arts center. Upon conclusion of the feasibility study the not-for-profit, 501(c)3 corporation, currently named Radium Presents was formed and is leading the planning and development of the Project.

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A Strong Market for Arts & Culture
Not-for-profit performing arts programs are for everyone. The Radium Project will exist to serve residents from near and far, from all socioeconomic strata, and be a true community benefit for the region.

This will be reflected in programming choices, pricing strategies, public access policies, and marketing and communications campaigns.

AMS conducted a regional exploration of both the current market for the arts and the potential for growth in demand resulting from the development of the new facility and expected population growth. Based on the presence of relatively high-income levels, educational attainment, and interest in social engagement, 85% of the residents of Alameda provide a ready market for an expansion of performing arts programs in the community that the new facility will make possible. Further, in a single year, an estimated:

In additi
on to the current ready market for the arts in the existing population, there is a slight projected population growth of 0.14% expected in Alameda County between 2024 to 20262. However, the number of households in the expanded market (Alameda and Contra Costa Counties) had a 3% growth between 2020 to 20233, which includes 2 California Department of Transportation (2023); County-Level Economic Forecast 3 U.S. Census Bureau (May 2024); Population Division
Figure 4: Cultural Consumption in Primary Market
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the housing developments in Alameda Point4. The projected growth in well-educated, high-income individual, who are likely to have a strong interest in the performing arts, will require an expansion in the availability of performing arts programs to meet the growth in population and will be a strong contributing factor in the viability of a new performing arts facility.

With an increasing population and potential audience, the new performing arts venue will meet a growing demand that will continue to build an audience for the performing arts throughout all segments of the market to become an accessible community benefit for all.

Market Analysis
A market analysis was conducted based on both U.S. Census Bureau 5statistics and the proprietary PRIZM Premier Market Segmentation System developed by AMS’s research partner, Claritas, a division of the Nielson Company. The demographic data for both the identified primary market and an expanded market area was analyzed and compared to state and national market data.

The Primary Market Area was
defined as the City of
Alameda (Figure 2). The
Expanded Market Area
includes the East Bay counties
of Alameda and Contra Costa
(Figure 3). San Francisco is
excluded which is not
expected to be a significant
part of the market for the
new facility.

4 California Department of Transportation (2023); County-Level Economic Forecast 5 U.S. Census Bureau (2022); ACS 1-year Estimates
Figure 5: Primary Market - City of Alameda
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In 2022, the population in
Alameda was estimated to be
76,039, comprising only 3% of
the 2,785,963 inhabitants in
the expanded East Bay
market area. The number of
primary market area
households is estimated to be
27,630 and in the expanded
market area there are an
additional 1,011,808
households (inclusive of
households in the primary
market area) that constitute the viable market for the programs of the proposed new facility.

Key Demographics:

The market population is predominantly White and Asian, generally middle-aged, highly educated, have relatively high incomes, and are very socially engaged. All positive predictors of high interest and participation in arts and cultural activity.
• In the primary market 57.6% of the population has bachelor’s degree or higher, which is slightly higher than the expanded market (49.3%), and significantly higher than the state (37.0%) and national rate of education (35.7%).
• The median household income in the primary and expanded market areas is 32.3% higher than the State of California and

62.0% higher than the US median income. The median household income in the primary market is $131,116 and slightly lower $121,110 per year in the expanded market area.

While these demographics suggest a viable and robust market for the arts, Radium’s programming and marketing will engage the region’s diverse populations and truly be an inclusive cultural resource for all.

In order to understand consumer behaviors of the area population, in 2017 when AMS was first commissioned to conduct a feasibility study, it used the PRIZM Premier market segmentation system, developed by The Nielsen Company, to categorize the households in the primary and Figure 6: Expanded Market - Alameda & Contra
Costa Counties
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20 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

expanded markets based on demographic profiles and consumer research into psychographic and consumption patterns6. The PRIZM Premier Market profiling and segmentation system is a micro-geographic consumer targeting system that segments every household in the United States into one of 68 unique clusters based on similar demographic and behavioral attributes. The clusters are numbered from 1 to 68 in order of socioeconomic affluence, taking into account factors including income, assets, age, occupation, technology usage, and family structure.

This research places 38% of the population of the East Bay into the five, dominant consumer segments, all of which have moderate to strong interest in arts and cultural activities.

6 Segmentation Analysis conducted in 2017
Figure 7: Consumer Lifestyles in the Primary Market
Figure 8: Lifestyle Segments
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21 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
Competitive Venues
Just over 40 competitive rental and
performance spaces were identified
within 20 miles of downtown Alameda.

Spaces were reviewed for seating
capacity, distance from Alameda and
the type of management structure (i.e.,
commercial, educational, municipal,
etc.).

Approximately 70% of those venues
have between 99 and 600 seats, with
23 ranging in size from 200-600
seats.18 of these venues are in
Alameda or points north (Oakland,
Berkeley). However, these venues are
predominantly associated with public
schools and universities, religious
institutions, nonprofits, municipalities and private corporations (LLC).

Further, those that are available for performing arts organizations to utilize are over 20+ miles from Alameda, including the Lesher Center for the Arts in Walnut Creek and the Bankhead Theater in Livermore.

Recently, the Calvin Simmons Theatre reopened as part of the Henry J.

Kaiser Center for
the Arts in 2023
with a capacity of
1,500 seats, too
large for many
local performing
arts groups. This
underscores the
need for a
professionally
operated, mid-
sized venue
located in the
heart of the Bay
Area’s population
Figure 9: Regional Venue Inventory
Regional Venues
We identified 42 competitive rental
venues within 20 miles of downtown
Alameda:
• 29 of the venues have 99 -600
seats
• 83% of these venues are in
Alameda or points north
(Oakland, Berkeley, etc.)
Of the 29
venues, operators include:
• 5 educational institutions (public
schools or universities)
• 3 religious institutions
• 14 nonprofits
• 2 municipalities
• 5 private corporations (LLC)
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22 Radium Presents – Project Overview
September 2025 | AMS Planning & Research
center that is tailored for the needs of the region’s performing arts scene.

Facility Needs of the Performing Arts Sector
Interviews were conducted with community and arts leaders regarding the current state of the community’s performing arts programs, the perceived demand for arts programs, relevant background information useful to the Project, and the ideas and opinions about a new performing arts venue for the community. Stakeholders expressed overwhelming support for a new performing arts facility for the community.

Community arts leaders shared a need for suitable rehearsal and performing spaces as current facilities offer less than adequate space, inconsistent availability of dates and little to no technical capacity to produce quality work. This situation has hindered the growth of the arts organizations and depressed potential audience development.

In addition to stakeholder interviews,
a survey was deployed (both in 2017
and again in May of 2024) to
performing arts organizations
identified in Alameda and the
expanded market area asking about
current facility use, additional unmet
needs for performance space and
their interest in and projected use of a new facility if one is built. There were 37 respondents to the 2024 survey. The highest share were performing arts organizations followed by arts education and culturally specific arts institutions.

The surve
y measured anticipated demand for utilization of the new facility for performance and rehearsal spaces. Findings were consistent between the 2017 and 2024 results and included:
• Strong inte
rest in utilizing the new venue, with notably high
demand for rehearsal and flexible spaces;
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23 Radium Presents – Project Overview
September 2025 | AMS Planning & Research

• The audience capacity most appropriate for the new facility was shown to be 400-600 seats in a fixed-seat, proscenium style (see figures 7 and 8);
• Physical accessibility and availability of appropriate theater equipment for lighting, sound, etc., is “very important” or “extremely important;”
• Safety of location, access to parking and public transportation is “very important” or “extremely important.”

Figure 10: Highest Demand is for Fixed-Seat Proscenium Theater + Rehearsal Space (2024)

0 5 10 15 20 25
Large music ensemble rehearsal space
Flat-floor multi-use activity space
Dance rehearsal space
Black box / flexible studio space
Concert hall (no orchestra pit)
Outdoor performance / event space
Proscenium stage (with orchestra pit)
Figure 11: According to a survey of prospective facility users, the greatest demand for a theater at Alameda Point is in 400-600-seat range with 150 performance rental days (2024) Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

Exhibit D
Exhibit D
Community Benefits Package
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ams-online.com
Community Benefits & Operational Benchmarks
Statement
Introduction: The following terms will be included in the Lease Option and/or related documents to be entered into by and between the City of Alameda (“City”) and Radium Presents, Inc., a 501c3 not-for-profit corporation (“Developer”). The terms and conditions of the Community Benefits & Operational Benchmarks Statement (“Statement”) reflect the intent of Developer to operate as an organization that benefits the community by bringing arts and cultural programming to the residents of the City and the Bay Area at large, while also supporting the growth and development of other non -profit organizations and artists in the City, the region and throughout the world (collectively, the “Mission”). Terms used in and not otherwise defined in this Statement, will have the meaning given to them in the Ground Lease to be negotiated by City and Developer.” This Statement also provides the City with assurance that (i) in leasing the Property to Developer for $1 per year, City residents will have reasonable and regular access to the Property including, but not limited to, the lobby, second floor balcony and roof viewing areas , café and restaurant spaces, and plaza (ii) a calendar of performances and events will be regularly available to the public, and (iii) Developer will operate the Project in a professional and customary manner.

This Statement is organized into three sections : Operational Health, Utilization & Community Access, and Maintenance of Property & Project . Finally, Table 1: Option Milestone Schedule summarizes the key operational benchmarks that will be tracked throughout the Lease term and characterizes each milestone as Major or Minor.

Developer is required to adhere to each of the following requirements:

Operational Health:
• Developer will provide its annual audit and IRS form 990 to City’s third-party financial advisor by no later than the 15th day of the fifth month after the end of Developer’s fiscal year.
• Developer will undertake the following and provide evidence of such to City upon City’s written request:
o remain in good standing with requirements of the Federal Internal Revenue Services (“IRS”) and California Secretary of State (“SOS”); o remain in good standing with the requirements of the California Attorney General’s Registry of Charitable Trusts; and
o maintain its tax-exempt status with the IRS and the California Franchise Tax Board (“FTB”).
o The Developer agrees to provide the City with any other relevant information when requested.

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2 o Upon receipt from the City of a written notice of non-compliance with any of the above requirements, Developer will promptly commence to cure such non - compliance and give written notice to City of the notice of non-compliance and the status of the cure within thirty (30) days of receipt of the notice. o During the Lease Term, the City will have the right to conduct periodic audits of the Developer’s financial, performance and compliance records maintained in connection with the development and operations of the Project. In the event of such audit, Developer agrees to provide the City with access to the Developer’s team and employees and make all such financial records available to the City. The City agrees to provide Developer with an opportunity to discuss and respond to any questions or findings prior to finalization of the audit report. • Developer will demonstrate annually to City that it maintains a 90-day Operating Cash Reserve account (currently estimated to be ~$750,000) . Developer will provide the City with quarterly account statements confirming that this amount remains on deposit and available. In the event Developer defaults under the Lease or otherwise ceases operations of the Project, these funds will be immediately released to the City to cover ongoing maintenance and operations costs for the Project while a new operator is found. . • If the Project utilizes debt, Developer will maintain a commercially reasonable viability ratio of 1.25 defined as expendable net assets divided by the amount of long-term debt where no debt would mean that the denominator is zero.
• No later than 60 days from the start of Developer’s fiscal year (“FY”), and Developer will provide City its annual programming and operations plans for the upcoming year following approval by Developer’s Board of Directors . The annual programming and operations plan will reflect Developer’s then known schedule of events, performances , rentals and educational programs for the applicable FY.
• Within approximately 60 days of the start of a FY, Developer will provide to City an annual report on program utilization, participation and attendance as compared to the prior FY. • Within 60-days following the end of every second fiscal year Developer will deliver to City a bi-annual report of its compliance with and continued operations under the “Sustainable Business Plan,” which includes information sufficient to demonstrate the Project remains financially viable for forthcoming fiscal year, as measured in relation to other comparable non-profit organizations with a similar Mission; the plan will include the following elements:
(i) programs and services offered; (ii) financial plan/revenue sources; and (iii) operational plan.
o If Developer’s Sustainable Business Plan includes all of the elements described above with a sufficient level of detail , City will approve the Sustainable Business Plan within 45 calendar days of its receipt.
o If the Sustainable Business Plan does not include any of the elements described above or does not provide a sufficient level of detail with respect to any of the elements, then within 60 business days of receipt, City will identify for Developer in writing the missing or insufficient elements of the Sustainable Business Plan.

Developer will have 60 business days to revise the Sustainable Business Plan, as requested by City and resubmit it to City.
o If, after review by the City of the revised Sustainable Business Plan the City finds it still insufficient, then the City will schedule a meeting to discuss its findings with Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

3 the Developer and what changes are required to the Sustainable Business Plan moving forward.
o Due to confidential and sensitive nature of donor information, Developer will deliver to City an executive summary of donations, excluding personal information.

Utilization & Community Access
• Developer will ensure that the Project, including the plaza, is utilized for a minimum 200 uses per year. “Uses,” as used in this Statement, includes any use of a Project space for a rehearsal, class, performance, demonstration, meeting, reception, ticketed and non - ticketed event, community rental or private rental or other similar use. In addition to the 200 uses per year, the Plaza shall be utilized a minimum of five (5) uses per year. • Developer will notify City of any extended closures of the Project that would likely impact the usage target, such as capital improvement projects, mandated closures of the Project (i.e., because of a pandemic), or other circumstances that would temporarily cause a closure of the facility and impact use of the Project.
• Public Access: Developer will provide access for the community to the public portions of the Project, including the plaza, second floor balcony, and rooftop terrace during regular operating hours to the extent such portions of the Project are not in use for events or performances.
• Training Programs: If Developer offers educational or training programs to young people, it will provide discounted passes for City residents to such programs . The number of discounted passes will be determined with reference to the cost of producing the program; Developer will not be required to offer an amount of discounted passes that causes it to be unable to recover all costs to produce the program.
• Developer will strive for 15% of jobs to be made available to formerly unhoused individuals, in collaboration with Alameda Point Collaborative or related collaborative partners, in alignment with the Standards of Reasonableness for Homeless Uses at Alameda Point (1999);
• Discounts: Developer will offer senior, student and active military discounts of 10% or more to Alameda residents on all Developer presented performances (as further defined in Operating Model section of Sustainable Operations Plan). • Developer will provide Complimentary Admission Vouchers (“CAV”) to non-profit organizations s erving Alameda Point include, but not limited to, the Alameda Point Collaborative, Operation Dignity, Building Futures for Women and Children , and The Village of Love Foundation (or their respective successor agencies). The vouchers are intended to benefit residents of Alameda Point that receive support from organizations provided CAVs. The number of vouchers will be determined with reference to seating availability, as well as Developer’s production and overhead costs as offset by ticket sales; Developer will not be required to offer an amount of vouchers that causes it to be unable to recover all its costs through ticket sales.
• If Developer is able to secure underwriting, funding from an endowment or donation to cover all or some of the discounted or complimentary tickets and vouchers referred to in this Statement, then Developer will provide such discounted and/or complimentary tickets and vouchers to the extent of such endowment, underwriting or donation.

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4 • Subject to availability, City may utilize portions of the Project (including but not limited to main theater, studio theater, and plaza) up to 12 times per year at a cost equal to Developer’s actual cost.
• Developer will provide special discounted rental rates of 20% or more from the highest published rental rate for all areas of the Project for City of Alameda-based 501c3 not-for- profit organizations.

Developer will notify City of any extended closures of the Project that would likely impact the usage target, such as capital improvement projects, mandated closures of the Project (i.e., because of a pandemic), or other circumstances that would temporarily cause a closure of the facility and impact use of the Project.

Maintenance of Property & Project
• Capital Expenditure Account: Developer will maintain a Project maintenance, repair and replacement account to be established by reserving $2.00 per ticket in a restricted account or by establishing an endowment fund, or by combination of the two. Funds in the account in excess of ten percent (10%) of the total construction cost of the Project will be unrestricted.
• Developer will maintain the Project in good order, condition and repair, and maintain, the leased premises, including the Building Systems (as herein defined). “Building Systems shall mean, any machinery, transformer, duct work, conduit, pipe, bus duct, cable, wires, and other equipment, facilities, and systems within the project , designed to supply heat ventilation, air conditioning and humidi ty or any other services or utilities, comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communication, alarm, security, fire/life safety systems or equipment, or any other mechanical, electrical, electronic, computer, or other systems or equipment in or on the Leased Premises which service the Project in whole or part.” • The Project will be subject to customary inspections by City and County of Alameda agencies with jurisdiction over the Project . Annual inspections may include , but are not limited to, Fire and Life Safety, Theatrical Systems (e.g. rigging), and Building Inspection (roof, windows, doors).

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5 Table 1: Option Milestone Schedule
Operational Benchmark Category Schedule Major/Minor
Radium will provide to the
City an a nnual audit and
IRS form 990
Organizational Health No later than the 15th
day of 5th month after
end of FY
Minor
Radium will provide to the
City a balance sheet for the
Operating Cash Reserve
Organizational Health Quarterly Minor
Radium will demonstrate a
Viability ratio of 1.25
Organizational Health End of FY Minor
Radium will submit the
“Sustainable Business
Plan”
Organizational Health No later than 60 days
from the start of every
other FY
Minor
Radium will provide an
Annual Program and
Operations Plans for the
upcoming year
Organizational Health No later than 60 days
from the start of the FY
for the upcoming FY
Minor
Radium will provide a
report on program
utilization, participation
and attendance
Organizational Health Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
operational continuity
(operations may not cease
for more than 90
consecutive days)
Organizational Health Every 90 days
beginning first day of FY
Major
Radium will provide
documentation of minimum
200 “use days” and
minimum 5 “use days” for
plaza per year
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
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6 Radium will provide
documentation of Ticket
Discounts
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
Complimentary Admission
Vouchers
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Public Access Community Benefits Radium will provide City annual inspection of
facility to ensure
continuity of access
Minor
Radium will provide
documentation of
access to Training
Programs, if any.

Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of
Discounts
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Radium will provide
documentation of Job
Placement
Community Benefits Within 60 days from the
start of FY for the prior
FY
Minor
Capital Expenditure
Fund
Maintenance of
Property & Project
Within 60 days from the
start of FY for the prior
FY
Minor
Material Defaults: Each of the following will be a material default by Developer if not adhered to (while Developer’s failure to perform other items described in this Statement will be considered minor and trigger only a notice and cure process which will be delineated in the Lease):

1. Loss of non -profit status , such as if Developer became disproportionately reliant on corporate or private for -profit rental use of the Project or other commercial activity , as opposed to the being operated for community benefit.

2. Bankruptcy.

3. Developer ceases operations and public programming for ninety (90) days’ or longer or permanently shuts down operations at the Project, excluding a cessation of operation s caused by a force majeure event, such as act of God or government mandated closure, a closure due to a capital improvement, or other cause as approved by the City.

4. A material and sustained failure to maintain the Project resulting in a public nuisance.

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Exhibit E
Exhibit E
Form of Ground Lease
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1 EXHIBIT E

GROUND LEASE
This GROUND LEASE ( “Lease”) is dated for reference purposes as of this __________day of _________________ 20__ (“ Effective Date” ), b y a n d b e tw e e n th e C i t y o f Alameda, a California municipal corporation (“ City”), and Radium Presents, Inc., a California 501(c)3 corporation ( “Developer”). As used herein, the term “ Parties” shall collectively mean City and Developer and the term “Party” shall refer to City or Developer, as applicable.

RECITALS
A. City is the owner of that certain real property in the City o f Alameda, County of Alameda (" County"), State of California, consisting of approximately 1.72 acres o f l a n d , commonly referred to as Blocks 12 and 13 of the Site A project site, plus such other adjacent area as the Parties have determined necessary for the Project (defined below), located in an area commonly known and referred to as Alameda Point and as described on Exhibit A attached hereto and as depicted in the “Site Plan” set out on Exhibit A-1 attached hereto ("Property").

B. Pursuant to that certain Lease Option between City and Develo per, dated _______, 2026, as such may be or have been amended (collectively, “ Lease Option”), City granted to Developer the option to ground lease the Property for the development and construction on the Property of a performing arts center with a Plaza (defined in S ection 10(b)) on the Property that is open to the public (“ Project”), following satisfaction by Developer of certain conditions precedent described in the Lease Option.

C. As further described in the Entitlements (defined in the Leas e Option), the Project on the Property will consist of an approximately 62,000 square foot facility [including up to a 600 seat main theater, a 210 seat studio theater, a rehearsal room, offices and shared spaces, an event space and ticketing and concession spaces, along with improvements to an approximately 40,000 square foot outdoor event space known as the outdoor public plaza, and all required utility and infrastructure improvements - update based on final Entitlements ] for the Project on the Property (“Improvements”).

D. In connection with the Project, Developer shall also be required by City to complete certain off-site improvement work, including (1) the road to the north of the Property between the Project and Building 77 and perpendicular to Pan Am Way (“Plaza Road”), as further discussed in Section 3(a) below and the Lease Option, and (2) the improvements to the south of the Property creating a linkage between the Project and the adjacent City public park, as both (1) and (2) above are shown on the Site Plan and further described
on Exhibit B attached hereto and incorporated
herein by reference and
to be further refined during the design
review process (collectively,
“Developer’s Off-Site Work”).

E. In addition, City shall be required in connection with the Project to complete certain additional off-site improvement work, including the Project Par king Lot (defined in Section 1) all as shown on the Site Plan and as further described
in the Schedule of Performance and on
Exhibit C attached hereto and incorporated herein by reference and in accordance with
customary City standards(“City’s Off-Site Work”).

F. City and Developer agree that each of its respective conditio ns, as set forth in the Lease Option have been satisfied, or waived by the applicable party, and City and Developer now desire to enter into this Lease, to provide for City to lease t o Developer the Property and for Developer to design, develop, construct and operate the Project on the Property for use as a Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

2 performing arts center, including ancillary uses related theret o (collectively, “ Permitted Use”), pursuant to the terms and conditions of this Lease.

G. During the Term (as defined below) of the Lease, as further described herein, Developer will be obligated to, among other obligations, provide evidence of Developer’s ongoing compliance with that certain: (i) Community Benefits & Operatio nal Benchmarks Statement (“Community Benefits Package ”), and (ii) Sustainable Operations Plan (“ Sustainable Operations Plan”).

NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer agree as follows:

LEASE

1. Lease of Property. City hereby exclusively leases, transfers and demises to Developer, and Developer hereby exclusively leases and takes fr om City, the Property.

Developer shall also have non-exclusive use of that certain temporary off-site publicly maintained and operated parking lot located to the west of the Project, as shown on the Site Plan, Parking Lot”), pursuant to the terms and upon the agreements, covenants and conditions set forth in Section 12 of this Lease.

2. Term.
( a ) I n i t i a l T e r m ; C i t y R i g h t t o T e r m i n a t e . T h e i n i t i a l t e r m ( “Term”) of this Lease shall commence on the Effective Date (“Commencement Date”), and shall expire on the sixty-sixth (66th) anniversary thereafter. Each period of twel ve (12) full consecutive calendar months during the Term is referred to herein as a “Lease Year.” (b) Memorandum of Lease. All terms of this Lease shall be in ef fect from and after the Effective Date of this Lease, and the Parties shall record the Memorandum of Lease (defined in Section 37 (Memorandum of Lease)) at the time stated in Section 37 (Memorandum of Lease).
(c) Confirmation of Lease Term. Promptly following execution of this Lease, the Parties shall execute the Confirmation of Lease Term attach ed hereto as Exhibit D and incorporated herein by reference, in order to establish beginning and ending dates of the Term. (d) Expiration Date. The date upon which the Term expires is re ferred to as the “Expiration Date.” Upon the Expiration Date, Developer shall deliver to City a qui tclaim or release sufficient to cause a title company to delete the Memorandum of Lease as a title exception encumbering the Property.

3. Purchase Option.
(a) Grant of Option. Subject to Section 3(b) below, City grants to Developer the exclusive option ("Option") to purchase the Property, the Project, the Plaza, all Improvements, alterations, structures, buildings and personal property located on the Property, including access and use rights related to the Shared Public Access Areas, plus easements, rights, privileges and appurtenances belonging or pertaining to or serving any of the foregoing (collectively, “ Option Property”), pursuant to the terms and conditions set forth in this Sect ion 2 (Purchase Option).

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3 The parties acknowledge and agree that the Plaza Road’s inclusion within the Option Property is contingent upon the outcome of the MIP Amendment, as further described in Section 3.2 of the Lease Option between the Parties, such that: (i) if the MIP Amendment is approved and the Plaza Road is constructed as a private road, the Plaza Road shall be included within the Option Property; and (ii) if the MIP Amendment is not approved and the Plaza Roa d is instead constructed as a public road with Enhanced Improvements, it shall not be included within the Option Property, and public access will be secured through an easement, the form an d substance of which shall be mutually acceptable to the Parties.
(b) Conditions Precedent to Exercise of Purchase Option. Develo per shall have the option to purchase the Option Property by providing Ci ty with an Exercise Notice, provided that the following conditions precedent are fully sati sfied by Developer, as reasonably determined by City in its sole discretion:
(i) Developer is not then in Default (beyond applicable notice a nd cure periods) under this Lease and no event has occurred which, with notice or the passage of time, would constitute a Developer default.
(ii) Developer has successfully operated the Project in accordan ce with the Sustainable Operations Plan, as reasonably determined by City, for a minimum period of ten (10) years. Prior to the ten (10) year period, Developer may submit a written request to City staff for City’s consideration of an earlier sale date (“Early Exercise Request”) at the Purchase Price (defined below). Except as expressly stated in this Section 3(b)(ii), the Early Exercise Request and subsequent sale, if approved, shall be subject to the process set forth in this Section 3. Upon receipt of Developer’s Early Exercise Request, City staff shall promptly prepare a staff report to be heard at a City Council meeting within one hundred twenty (120) days of the Early Exercise Request, including its recommendations regarding the Early Exercise Request and applicable FMV at such time, for consideration by the City Council. The City Council shall have the absolute discretion to approve or deny Developer’s Early Exercise Reques t. In the event City Council approves Developer’s Early Exercise Request, City Council will, provided all other Developer conditions are satisfied, direct City staff to promptly proceed with the conveyance of the Option Property to Developer, including completion and execution of th e Purchase Agreement, closing documents, and any other actions or documents required to complete the transaction. (iii) Developer has recorded against the Property in the Officia l Records of Alameda County (or shall record in the Official Records at t he closing on the Option Property prior to the grant deed transferring title to the Option Property to Developer), a restrictive covenant, in a form and substance reasonably acceptable to City (“Covenant”) as set forth in Exhibit O, to ensure, among other things, that the Project is used in perpetu ity for uses benefitting City and that Developer and its successors adhere to the Community Benefits Package. (c) Option Period. Developer shall have the Option to purchase the Option Property following the date of satisfaction of all conditions p recedent described in Section 3(b) (Conditions Precedent to Exercise of Purchase Option) and conti nuing for the duration of the Term (“Option Period”), unless earlier terminated.
(d) Option Consideration; Calculation; Purchase Price. If Devel oper properly exercises its Option during the Option Period, the purchase price of the Option Property shall be the fair market value (“FMV”) of the Option Property. The FMV for purposes of the Option i s the value of all of the Option Property on the date of the Exercise Notice (defined below) as an Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

4 unimproved, fee-simple parcel of land, and shall be determined by the parties consistent with the FMV Formula set forth in Exhibit N.
(e) Method of Exercise; Purchase and Sale Agreement. The Option must be exercised by the giving of written notice of exercise from Deve loper to City ("Exercise Notice").

The Exercise Notice must be delivered during the Option Period, together with a proposed purchase and sale agreement in the form attached hereto as Exhibit E ("Purchase Agreement"), executed by Developer, with the first paragraph of the Purchase Agreement completed by the insertion of the date on which the Exercise Notice is given and with Developer’s initials inserted where indicated in the Purchase Agreement. Upon receipt of the Exercise Notice and proposed Purchase Agreement (and if applicable, the Early Exercise Reque st), City shall review the documents and confirm, to its reasonable satisfaction, that all of the conditions in this Section 3 have been satisfied. City shall have no obligation to execute the Purchase Agreement unless and until all such conditions are either: i) complete to City’s re asonable satisfaction; or ii) waived by City in writing, and City Council has formally approved sale of the Option Property and the Purchase Agreement. Transfer of the Option Property from City to Developer and the closing on the Option Property transaction shall occur at the time and in the manner described in the Purchase Agreement. Upon closing on the Option Property, Developer shall hold fee title to the Option Property and this Lease shall automatically terminate and be of no further force and effect, except with respect to those provisions that expressly survive termination. (f) Sole Option. City represents and warrants that it has the f ull right, power and authority to enter into this Lease and to grant the Option to Developer, and that City has not granted to any other person or entity other options or rights of first refusal to purchase or acquire the Option Property, or any part thereof or interest therein. (g) Assignment. This Option is personal to Developer. Except a s otherwise described in this Lease, Developer may not assign, convey or in any other manner transfer or encumber all or any part of this Lease, the rights and duties of Developer under this Lease or the Option granted under this Lease, without City’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

4. City Right of First Offer and Refusal. City shall have a Right of First Offer and Refusal (“City Purchase Right”), in the event Developer elects, at any time following Developer’s acquisition of title to the Option Property, to voluntarily sel l or otherwise transfer the Option Property (“Subsequent Transfer”). The terms of City’s Purchase Right shall be set forth in t he Covenant, attached hereto as Exhibit O. The City Purchase Right shall not be applicable to and shall not arise in connection with sales, transfers or assignments of the Option Property by Developer in connection with any entity or corporate changes or restructuring related to Developer’s organization, provided that any such entity or corp orate changes does not result in any change to Developer’s majority controlling interest. City’s Purchase Right in favor of City may not be assigned or transferred by City without Developer’s prior written consent, which consent shall not unreasonably withheld if the assignment is to another governmental or public entity.

5. Rent. Developer shall pay to City as rental for the use and occupancy of the Property, at the times and in the manner described herein, the following sums of money:
(a) Rent. Beginning on the Commencement Date and continuing unt il the Expiration Date, Developer shall pay to City a yearly rent paym ent in the amount of One Dollar ($1.00) (“Rent”). Developer may prepay to City the Rent for the entire Term, at its option.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

5 (b) Location for Payment. All Rent and all other moneys and cha rges payable by Developer to City hereunder shall be paid by Developer to City in lawful money of the United States of America at City’s address for notices hereunde r, or to such other person or at such other place as City may from time to time designate by notice in writing to Developer.

6. Additional Obligations of Developer.
(a) Community Benefits. During the Term, Developer shall implemen t and maintain the community benefits described in the Community Benefits Package attached hereto as Exhibit F and incorporated herein by reference.
(b) Sustainable Operations Plan. During the Term, Developer sha ll operate pursuant to the terms and conditions of the Sustainable Operati ons Plan attached hereto as Exhibit G and incorporated herein by reference.
(c) Transportation Demand Management Fee and Benefits. To imple ment the Alameda Point Environmental Impact Report, as approved by City Council in 2014, and the Alameda Transportation Demand Management Plan, as approved by City Council in 2014, as amended, a copy of which is attached hereto as Exhibit M and incorporated herein by reference (“TDM Plan”), Developer shall pay, during the Lease Term in two (2) installments, due on October 31 and April 30, following receipt of an invoice from City for each installment, a Transportation Demand Management Fee (“TDM Fee”) for each City Fiscal Year (“FY”), which begins on July 1 and continues until June 30. The TDM Fee shall be calculated based on the following for FY 2025- 6 with respect to the “Business/Office/Retail” category of use on the Property: $.267 per square foot with respect to the building on the Property, building siz e of 53,000 approximately square feet, resulting in an annual fee of $14,151. The TDM Fee shall escalate annually effective July 1 by 5%, and shall be prorated on a monthly basis for partial FY’s during the Term. Changes to the square footage of the building on the Property that have been a greed to in writing by City and Developer shall result in a recalculation of the TDM Fee, which shall be set out on each invoice that is delivered by City to Developer for the applicable FY. Subject to Developer’s payment of the TDM fee, Developer and its employees shall be eligible for the programs administered by the Alameda Transportation Management Association or its successor, such as, among other things, free transit passes. Failure by Developer to timely and annuall y pay the full amount of the TDM Fee invoiced by City by October 31 and April 30, respectively, shall, subject to applicable notice and cure periods, constitute a Default pursuant to Section 25 this Lease. (d) Transportation Management. Developer shall fully comply with all present or future legally compliant programs implemented or required by any governmental or quasi- governmental entity or City to manage parking, transportation, air pollution, or traffic in and around the Property and/or Alameda Point.
(e) Evidence of Financial Ability/Construction Loan Commitment. W i t h i n thirty (30) days following the Effective Date, Developer shall deliver to City any updates Developer has made (if any) to the Evidence of Financial Ability delivered to City pursuant to Section 6.1(g) of the Lease Option. In addition to the foregoing, Developer s hall provide City with evidence of additional available funds in an amount not less than twenty pe rcent (20%) of the total hard construction costs for the Project (“ Supplemental Assurance Amount ”). The Supplemental Assurance Amount requirement may be satisfied through one or more financing sources selected at Developer’s discretion, including without limitation those d escribed below. Further, the Supplemental Assurance Amount shall be reduced upon completion of certain portions of the Project, as certified in writing by Developer’s architect, and payment in full for such work (except Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

6 for a
reasonable reserve or retention), and specifically the Supplemental Assurance Amount shall be reduced as follows: (i) by twenty -five percent (25%) upon completion of twenty -five percent (25%) of the Project, (ii) by fifty percent (50%) upon completion of fifty percent (50%) of the Project, and (iii) by seventy -five percent (75%) upon completion of seventy -five percent (75%) of the Project.
(i) A payment and performance bond, in form and substance reasonably acceptable to City, for the Supplemental Assurance Amount separate and distinct from the construction surety bond required by Section 14(a)(iv); (ii) An owner contingency fund which shall be replenished by Developer to its original balance of the Supplemental Assurance Amount within ten (10) business days after any draw;
(iii) An irrevocable letter of credit issued by a financial institution reasonably acceptable to City for the Supplemental Assurance Amount; (iv) A bank line of credit or equivalent credit facility reasonably acceptable to City for the Supplemental Assurance Amount; and/or (v) Such other funding source reasonably acceptable to City for the Supplemental Assurance Amount.
(f) Failure to Perform. Developer acknowledges that Developer’s performance under this Section 6 is a key consideration and inducement for City in entering into this Lease. Subject to applicable notice and cure provisions, Developer shall perform all obligations, and remain in compliance with, the Community Benefits Package, Sustainable Operations Plan and Evidence of Financial Ability (“Additional Obligations”) at all times. Upon City’s written request, Developer shall provide City with evidence of complianc e with the Additional Obligations in a form reasonably acceptable to City. Any material deviation from the approved Additional Obligations shall require City’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. Failure to comply with or maintain the Additional Obligations shall be considered a Non-Material Default under Section 25(d) this Lease, subject to applicable notice and cure provisions.

7. Taxes and Assessments
(a) Taxes Paid by Developer. Developer covenants and agrees to pay and discharge, during the Term, before delinquency, all taxes, assessments, utility charges, sewer charges or other charges, general, special, ordinary, extraordinary and otherwise, of every kind and character which are or may during the Term be levied, charged, assessed or imposed upon or against the Property, or any buildings or improvements thereon, or against any of Developer’s personal property located thereon. Except where Developer has exercised its Option to purchase, as of the Expiration Date, any such taxes, assessments and other charges to be paid by Developer shall be prorated on the basis of the fiscal year of the authority in question so that, at the Commencement Date and on the Expiration Date, Developer will pay only the proportion of such taxes, assessments and other charges for the period following the Commencement Date and preceding the Expiration Date.
(b) Taxes Paid by City. Notwithstanding anything herein to the contrary, Developer shall not be required to pay any net income tax measured by the income of City from Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

7 all sour
ces, or any tax which may, at any time during the Term, be required to be paid on any gift, or demise, deed, mortgage, descent or other alienation of any part or all of the estate of City in and to the Property or any buildings, structures or improvements located thereon, except that any documentary transfer tax assessed upon the creation of a leasehold interest in the Property under this Lease shall be paid by Developer.
(c) Revenue & Taxation Code Section 107.6 Possessory Interest Tax .

Developer recognizes and understands that this Lease may create a possessory interest subject to property taxes and that, in the event that a possessory interest is created, Developer shall be responsible for payment of any taxes levied against such possessory interest. Developer may apply for any applicable exemption or reduction in possessory interest property taxes and assessments.
(d) Evidence of Payment. Upon City’s written request, Developer shall furnish evidence reasonably satisfactory to City that all taxes, assessments and other obligations to be paid by Developer under this Section 7 have been paid prior to delinquency.

8. Quiet Enjoyment. City covenants that upon payment by Developer of the Rent and upon performance and observance by Developer of all of the agreements, covenants and conditions herein contained on the part of Developer to be performed and observed, and so long as Developer is not in material default beyond any applicable notice and cure periods, Developer shall peaceably hold and quietly enjoy the Property during the entire Term without hindrance, molestation or interruption by City or by anyone lawfully claiming by, through or under City.

Nothing in this Section shall be construed as a covenant against the exercise by City or any other governmental agency of its police power or regulatory authority.

9. Title to Buildings and Improvements.
(a) Title. Ground leasehold title to structures, alterations, buildings and the Improvements that now, or may from time to time constitute a part of the Project shall be and remain in Developer until the Expiration Date or any earlier termination of the Lease pursuant to the terms and conditions contained herein, including a termination as a result of the purchase by Developer of the Option Property. Upon the Expiration Date or any earlier termination date of the Lease, Developer may remove from the Property all machinery, equipment, personal property and fixtures located on or about the Property or the Project, but the Improvements and all alterations, buildings and fixtures shall be deemed to be and shall automatically become the property of City, without payment or further act by either Party, free and clear of all liens, encumbrances, or claims arising by, though, or under Developer, except in connection with a purchase of the Option Property by Developer in which event all Option Property shall, following the closing of that transaction, be owned by Developer. City agrees that Developer, at any time prior to the Expiration Date, may remove from the Property any and all personal property or equipment furnished by Developer, provided that: i) Developer shall repair any physical damage to the Property caused by the removal of such equipment and property; and ii) such removal does not materially impair the usefulness, safety or structural integrity of the Improvements or the Property.
(b) Leasehold Title Policy. Upon the recording of the Memorandum of Lease, Developer shall obtain the Title Policy described in the Lease Option. (c) Surrender Condition. Upon the Expiration Date (other than in connection with Developer’s purchase of the Option Property), Developer shall surrender the Property and Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

8 all Improv
ements to City in good order and repair, and free of all liens and encumbrances arising from Developer’s ownership, construction, occupancy or operation.

10. Permits, Licenses, Etc.; Plaza Easement.
(a) City Cooperation. City will, from time to time during the Term, and upon Developer’s written request, reasonably cooperate with Developer to execute and deliver, to the extent required by any municipal, county, state or federal authority or agency, or required in connection with the construction of the Project and Improvements and alterations on the Property, all (a) applications for permits, licenses or other authorizations, and (b) instruments required to grant rights-of-way and easements in favor of municipal and other governmental authorities or public utility companies incident to the installation of water lines, fire hydrants, sewers, electricity, telephone, gas, steam and other facilities and utilities. All such applications and instruments shall be prepared by Developer at Developer’s sole cost, in form and substance reasonably acceptable to City. City’s obligations under this Section 10(a) shall not be construed to impose any material cost, liability or other obligation on City. Nothing in this Section shall obligate City in its capacity as a governmental authority to grant, issue, or approve any permit, license or authorization. (b) Plaza Easement. Prior to Developer’s receipt of a temporary or final certificate of occupancy for the Project, Developer shall (i) execute in favor of City and the general public a public access and use easement (“Plaza Easement”), substantially in the form attached hereto as Exhibit Q and incorporated herein by reference, to allow for access to and use of by the general public the “Plaza,” as shown on the Site Plan , and (ii) cause such Plaza Easement to be recorded in the Official Records.

11. Signs. During the Term, Developer may request City’s approval, which shall not be unreasonably withheld, conditioned, or delayed, to install, maintain, replace and relocate one or more signs, monument signs directional signs and sign panels, subject to and in compliance with applicable municipal codes, affixed anywhere in or on the Property, Non-Exclusive Common Area or the Project. Developer shall obtain and pay for all permits and approvals related to such signs or required in connection therewith.

12. Parking. As specified in Exhibit C, the City’s Off -Site Work includes the construction of the Project Parking Lot consistent with the TDM Plan, which is intended to provide off-site parking spaces sufficient for the Project.
(a) Available Public Parking. The parties acknowledge and agree that Project occupants, invitees, staff, employees, users, and visitors shall have a non- exclusive right to use any existing or future parking spaces within the general publicly available parking inventory serving the Property, including, without limitation, those located in the Project Parking Lot, subject at all times to the same rules, regulations, rates, fees, and responsibilities applicable to all users of such parking facilities.
(b) Minimum Public Parking. As a result of the temporary nature of the Project Parking Lot, the parties acknowledge that the location of parking for the Project may be changed by City during the Term of this Ground Lease. Notwithstanding the foregoing, City agrees that throughout the Term of the Ground Lease, it shall provide and make available within 1/4 mile of the Project site no less than
one hundred sixty (160) non-exclusive, publicly available parking spaces (“Minimum Off-Site Parking Requirement”), which parking spaces, irrespective of location, shall be available for use by the Project and its occupants, invitees, staff, employees, users, and visitors, as described herein on a non-exclusive basis.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

9 (c) Remedi
es for Inadequate Off -Site Parking Requirement . Insufficient Parking being available to the Project at any time during the Term may, depending upon surrounding conditions and available alternatives, result in harm to Developer due to (i) loss of revenues because of reductions in attendance at Project events resulting from customer dissatisfaction, thus interfering with Developer’s ability to successfully operate the Project; and (ii) resulting reputational injuries, the extent of which may be difficult to ascertain or quantify. Therefore, the parties agree as follows:
(i) If Developer reasonably determines at any time during the Term that the Minimum Off-Site Parking Requirement is not being met by City because the number of available parking spaces is below the Minimum Off -Site Parking Requirement (“ Parking Deficiency”), Developer shall deliver written notice to City stating the number of parking spaces below the Minimum Off-Site Parking Requirement (measured between the 10 th and the 20th day of such month) including reasonable supporting data demonstrating a Parking Deficiency (“Notice of Parking Deficiency”). Within ten (10) days following City’s receipt of the Notice of Parking Deficiency, the parties shall meet in good faith to confirm whether a Parking Deficiency exists. If a Parking Deficiency is confirmed by mutual agreement of the parties, City shall have thirty (30) days (subject to extension for any Force Majeure Delay) from the date of its receipt of the Notice of Parking Deficiency to cure the Parking Deficiency and cause the Minimum Off -Site Parking Requirement to be met.
(ii) During the thirty (30) day period following City’s receipt of Developer’s Notice of Parking Deficiency, the parties shall immediately engage in a mandatory meet and confer process to discuss the Parking Deficiency , explore feasible solutions and cure the Parking Deficiency. The parties’ discussions may include, without limitation, potential solutions such as:
(a) Leasing or licensing additional parking spaces from third-party property owners;
(b) Partnering with transit or mobility service providers to offer shuttle services for Project patrons, staff, artists, and other invitees; or (c) Such other creative options as the parties may
determine.

13. As-Is Condition of Property. Developer acknowledges that, prior to the Commencement Date, Developer had full and adequate opportunity to inspect and investigate the Property and the Non- Exclusive Common Area, enter the Property and the Non-Exclusive Common Area, and conduct tests, studies, and inquires thereon and otherwise satisfy itself regarding the physical, environmental, geotechnical, and legal condition of the Property and the Non-Exclusive Common Area and their suitability for Developer’s intended use, development, construction, and operation of the Project. Developer’s execution of this Lease constitutes Developer’s acceptance of the Property in its “AS-IS” condition, with all faults.

14. Construction Commencement Conditions; Construction of the Project and Off-Site Work.
(a) Prior to commencement of construction, Developer shall meet each of the following conditions:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

10 (i) Entit
lements. Developer shall have obtained all Entitlements required in connection with the construction of the Project. (ii) Approvals. Developer shall have provided City with copies of all approvals required by law for Developer to start and complete construction of the Project. If Developer desires to commence discrete portions of the Project consistent with the Schedule of Performance, Developer may do so provided the applicable approvals necessary to proceed with such discrete portion are obtained and provided to City prior to commencement of each discrete portion of the Project. “ Approvals” shall mean any and all licenses, permits (including building, grading, demolition, alteration, use, and special permits), approvals, including applicable design review approval, consents, certificates (including certificate(s) of occupancy), rulings, variances, authorizations, or amendments to any of the foregoing as shall be necessary or appropriate under any applicable law or Governmental Requirements to commence, perform, or complete any construction, or for the use, occupancy, maintenance, or operation of the Project. Developer shall obtain all Building Permits necessary to commence vertical construction on or before the Building Permit Outside Date set forth in the Schedule of Performance. (iii) Assignment of Construction Documents. Developer shall have conditionally assigned all construction documents and plans and specifications to City such that upon Default by Developer and following the expiration of applicable notice and cure periods, City may exercise all rights of Developer under and to such documents. “Construction Documents” shall include, but not be limited to, architectural contracts, construction contracts, and any other agreements or approvals (to the extent assignable) relating to construction of the Project. Such assignment shall include the benefit of all payments made on account of the construction documents, including payments made before the date of such assignment. Following City’s exercise of its rights under the assigned Construction Documents, if any, and if requested by the contractor under the assigned Construction Documents, City may assume all obligations accruing under the assigned Construction Documents from and after the date that City exercises its rights under such assignment. City’s exercise of its rights under the assigned Construction Documents and plans and specifications and any assumption of obligations under any such documents shall cause City to adhere to such Construction Documents and plans and specifications from and after the date of such assignment; provided, however, any such assumption shall not waive any right of City to pursue claims against Developer for actual amounts due under the construction documents prior to the date City exercises its rights under such assignment. Developer shall actively seek, request, negotiate for, and obtain, using is best efforts, provisions in all Construction Documents that expressly permit assignment to City in accordance with this Lease. (iv) Construction Surety. Developer shall obtain and provide to City evidence of a construction surety in the form of a payment and performance bond guaranteeing lien-free performance of the Project construction. Such bond shall be in form and substance reasonably acceptable to City, for an amount not less than one hundred percent (100%) of the Project’s hard construction costs. The amount of each bond or guaranty shall be reduced upon completion of certain portions of the Project, as certified in writing by Developer’s architect, and payment in full for such work (except for a reasonable reserve or retention), and specifically each bond or guaranty shall be reduced as follows: (i) by twenty -five percent (25%) upon completion of twenty-five percent (25%) of the Project, (ii) by fifty percent (50%) upon completion of fifty percent (50%) of the Project, and (iii) by seventy-five percent (75%) upon completion of seventy- five percent (75%) of the Project.
(v) Supplemental Security Amount. Developer shall have provided City evidence of the Supplemental Security Amount described in Section 6(e) above.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

11 (vi) Insur
ance. Dev eloper s
hall have delivered to City evidence of such
insurance required under Section 20.
(vii) Plans and Specifications. Developer shall have provided a copy of the plans and specifications for the Project.
(b) Construction of Project and Developer’s Off -Site Work. Following the Commencement Date and Developer’s satisfaction of conditions (i) through (v) above, Developer shall commence and diligently complete construction of the Project on the Property and construction of Developer’s Off -Site Work in compliance with all Governmental Requirements within the times set out in the “Schedule of Performance” attached hereto as Exhibit H and incorporated herein by reference, subject to Force Majeure delays and extensions permitted by this Lease.
(c) Schedule of Performance. The outside dates by which Developer must achieve various milestones and benchmarks related to the Project are specified in the Schedule of Performance. Subject to Force Majeure and extensions, as may be permitted in this Lease, Developer shall satisfy all of Developer’s obligations under this Lease within the times established in the Schedule of Performance. Developer’s failure to timely satisfy its Schedule of Performance obligations within the times set forth therein shall be subject to the notice and opportunity to cure provisions contained in Section 25(i) (Notice of Breach; Cure Periods). Developer’s failure to cure any Notice of Breach within the applicable time period, except as expressly waived by City in writing, shall constitute a Default under this Lease entitling City to exercise the remedies. (d) City’s Off -Site Work . City shall be responsible only for those items specifically designated as “City’s Off-Site Work” identified in Exhibit C, and shall complete such work within the timeframes stated therein subject to Force Majeure delay. City shall have no obligation to construct or fund any improvements not expressly designed as City’s Off-Site Work in Exhibit C.
(e) Force Majeure . Performance by either Party hereunder shall not be deemed to be in Default, and the outside dates for performance in the Schedule of Performance and all other dates and/or time periods specified in this Lease by which any event is scheduled to occur or expire or pursuant to which an act is required to be performed shall be extended on a day for day basis for the duration of any such delay during any period where the affected Party’s performance is actually delayed due to events beyond the reasonable control of the affected Party, is not solely due to its fault or negligence, if resulting directly from: war; acts of terrorism; insurrection; labor disputes or strikes; lockouts; riots; natural disasters (including floods, fires, earthquakes, and other acts of God); unusually severe weather, but only to the extent that such weather or its effects (including, without limitation, dry-out time) result in delays that cumulatively exceed twenty (20) days during any season occurring after commencement of construction under this Lease; epidemics or pandemics; quarantine or travel restrictions; freight embargoes; government orders or restrictions; delay in obtaining approval of the Entitlements or any permits or any modifications thereto within the timeframes set fort h in the Ground Lease to the extent such delay is caused by any government agency or department, excluding City provided that Developer has diligently pursued all such Entitlements or permits and timely responded to all follow up inquiries or requests for information from said government agency or department; the discovery, investigation and/or remediation of pre- existing Hazardous Materials in, on, under or about the Property; or any litigation, injunction, or other legal action that directly and actually prevents the affected party from performing its obligations under this Agreement, including any qualifying Legal Challenge (each, a “ Force Majeure Delay”). For the avoidance of doubt, the Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

12 mere f
iling of a legal challenge, including but not limited to challenges under the California Environmental Quality Act (“ CEQA”), related to any decision, action, or inaction of the City or other governmental authority in connection with the Property, the Project, or this Lease is not sufficient to constitute Force Majeure or a Force Majeure Delay (“ Legal Challenge”), except to the extent that such Legal Challenge results in an injunction or other judicial or administrative order that expressly and directly restricts a party’s performance hereunder, in which event such Legal Challenge shall be considered a Force Majeure Delay. If a Force Majeure Delay occurs, the affected party shall provide written notice to the other party within thirty (30) days of the commencement of said delay detailing the nature of the Force Majeure event, the steps taken to mitigate delay, and the specific delay that said Force Majeure event has caused to that party’s performance as well as an anticipated date for resuming performance to the extent such date is known or can be estimated. Failure of any party to provide timely, compliant notice shall forfeit Force Majeure relief for the period prior to the provision of actual notice to the other party. Any extension of time granted under this section shall be limited to the actual period of delay caused by the Force Majeure event and shall commence from the date the Force Majeure event began.

The parties shall use reasonable efforts to mitigate the effects of any Force Majeure Delay and to resume performance as soon as is reasonably practicable. (f) Extended Legal Challenge. Notwithstanding the foregoing, if any Legal Challenge that does not constitute a Force Majeure Delay, as described in Section 14(e) , continues for a period of eighteen (18) months or longer without a resolution that allows the Project, as described in this Lease, to continue to completion without material modification (meaning the Project could only move forward if it underwent major changes resulting in increased Project costs in excess of twenty percent (20%) of the total amount of Project hard costs) and Developer has not caused, initiated, supported or funded the Legal Challenge, Developer may terminate this Lease and the Project by delivering to City thirty (30) days written notice thereof, provided that Developer’s termination right, as described in this Section 14(f) (Extended Legal Challenge) shall be conditioned on Developer causing the Property to be in the following condition (as determined by City in its reasonable discretion) prior to the termination being effective: (1) the Property shall be fenced and secured so that the Property and any work therein is not accessible by any third party; (2) dangerous conditions existing on the Property shall be mitigated, including all excavations backfilled and compacted to City’s usual and customary standards; (3) Developer’s equipment and material shall be removed from the Property; (4) Developer shall remove any partially installed utilities, foundations, footings, or structural elements unless City elects in writing to accept all or any portion of such improvements; (5) no Hazardous Materials (excluding any pre-existing Hazardous Materials) shall be located on the Property; and (6) the Property shall not be encumbered with any liens caused by Developer, including, mechanic’s liens related to construction of the Project (collectively, the “ Termination Condition ”). Upon the date that Developer believes it has caused the Property to be in the Termination Condition, Developer shall deliver written notice thereof to City and within ten (10) days of City’s receipt of such notice (or such longer period as City may reasonably require, provided such period shall not exceed thirty (30) days), City shall inspect the condition of the Property with Developer at a mutually convenient day and time. Within five (5) Business Days following such inspection, City shall advise Developer in writing if it has reasonably determined that the Property is in the Termination Condition. City’s determination, as described herein, that the Property is in the Termination Condition in conformance with this Section 14(f) shall not constitute approval of the condition of the Property for any other purpose, or constitute a waiver of City’s regulatory or propriety rights or remedies.

If City reasonably determines that the Property is not in the Termination Condition, City shall advise Developer of this determination in writing and shall describe in such writing the actions that Developer must take to cause the Property to be in the Ter mination Condition. Thereafter, Developer shall proceed with the work required to bring the Property into the Termination Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

13 Condition
and following completion of such work, shall advise City in writing. Upon City’s receipt of such additional notice from Developer, the process described above shall be repeated and adhered to by the parties and shall continue until City is reasonably satisfied that the Property is in the Termination Condition. Upon the date that such termination by Developer is effective, the parties shall have no further obligations to the other, except those obligations which expressly survive termination, as set out in this Lease.
(g) Extensions. Developer shall have the right to extend each of the following outside dates for performance set forth in the Schedule of Performance (except to the extent that the same may have been extended pursuant to Section 14(e) (Force Majeure) (“Extendable Milestones”): Building Permits Issued, Construction Start and Certificate of Occupancy.

Developer shall have one (1) extension option of three (3) months for the Building Permits and Construction Start outside dates, and one (1) extension option of sixty (60) days for the Certificate of Occupancy outside date (each an “ Outside Date Extension ”) for performance of each Extendable Milestone. Developer shall exercise an Outside Date Extension by delivering written notice to City of Developer’s exercise of an Outside Date Extension with respect to specifically identified Extendable Milestone at least thirty (30) days prior the date on which the Extendable Milestone is to be met as described in the Schedule of Performance. If Developer is not then in Default beyond any applicable notice and cure periods, the Outside Date Extension shall commence upon the day immediately after the applicable date for performance described in the Schedule of Performance. Upon such extension, the Schedule of Performance shall be deemed amended to capture the additional period of time for Developer to perform the particular Extendable Milestone. In the event that Developer’s performance of any other milestones are impacted by the Extendable Milestone, Developer shall identify said milestones in its written request and the Milestone Schedule shall be adjusted accordingly. (h) Good and Workmanlike Construction. All work done in connection with the construction of the Project and Improvements shall be done promptly and in a good and workmanlike manner and in compliance with all applicable laws, codes, permits, approvals, ordinances, orders, rules, regulations and requirements of all federal, state and municipal governments and agencies (collectively, “Governmental Requirements”). (i) Cost of Project and Off-Site Work.
(i) All work on the Project located on the Property shall be at the sole cost and expense of Developer.
(ii) All work on Developer’s Off-Site Work shall be at the sole cost and expense of Developer.
(iii) All work on City’s Off- Site Work shall be at the sole cost and expense of City.

15. Ongoing Maintenance Obligations; Hazardous Materials. (a) Maintenance . Developer shall, during the Term, at its own cost and expense:
(i) Keep and maintain the Property and Project (including all appurtenances thereto) in safe, sanitary, good order and repair consistent with a well-maintained, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

14 project
of similar type and character in Alameda County, and shall allow no nuisances to exist or be maintained therein;
(ii) Comply with all Governmental Requirements affecting the Property and the Project, or any use, activity or condition thereon; (iii) Not commit or permit waste upon the Property; and (iv) Promptly make all necessary repairs and replacements (structural and nonstructural) to keep the Property and the Project in the condition required by this Section. (b) Hazardous Materials. Developer will not cause or permit any Hazardous Materials (defined below) to be released in, on, under or about the Property or the Non-Exclusive Common Area and shall promptly, at Developer’s sole cost and expense, comply with all Governmental Regulations with respect to any contamination of the Property or the Non-Exclusive Common Area that was caused, permitted or materially contributed to by Developer or involving any Hazardous Materials brought onto the Property or the Non- Exclusive Common Area during the Term by or for Developer or any third party at the direction of Developer. As used herein, the term, “Hazardous Materials” shall mean any substance, material or waste or any pollutant or contaminant or infectious or radioactive material which is (1) defined as “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” or “restricted hazardous waste” under any provision of California law; (2) asbestos; (3) polychlorinated biphenyls; (4) radioactive materials; (5) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. section 1317); (6) defined as a “hazardous substance” pursuant to of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) 42 U.S.C. §9601, et seq. or the California Hazardous Substance Account Act, Cal. Health and Safety Code §25300 et seq. or the Porter -Cologne Water Quality Act, Cal. Water Code §13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; (7) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; or (8) any other substance, chemical, waste, toxicant, pollutant or contaminate regulated by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment, including, without limitation, any petroleum products or fractions thereof. Developer will defend, indemnify and hold City free and harmless from and against any and all claims, damages and liabilities with respect to any such contamination of the Property or the Non- Exclusive Common Area with Hazardous Materials that occurs following the Commencement Date. During the Term, Developer will notify City within three (3) Business Days 1 if Developer: i)
becomes aware of any actual or suspected release of Hazardous Materials in, on, under or about the Property or Non -Exclusive Common Area; ii) receives written notice of any governmental inquiry, investigation or notice relating to Hazardous Materials at the Property or Non-Exclusive Common Area; or iii) receives any written claim or threatened claim relating to Hazardous Materials on the Property or Non-Exclusive Common Area.

16. Damage or Destruction. The provisions of this Section 16 (Damages or Destruction) shall govern the rights of the Parties in the event of any full or partial destruction of the Project. Developer hereby waives the provisions of Civil Code Section 1932(2) and Civil Code 1 For the purposes of this Lease, Business Days means: means any day other than Fridays, Saturdays, Sundays and days on which Federal or California state -chartered banks are closed for business.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

15 Section
1933(4) with respect to any destruction of the Project. For the purposes of this Section 16, the term “Date of Casualty” shall mean the date on which the damage or destruction occurs, as reasonably determined by Developer and confirmed in writing to City within five (5) Business Days after such occurrence, together with a description of the nature and extent of the damage; provided that if City fails to timely confirm the Date of Casualty, the Date of Casualty shall be as determined by Developer.
(a) Restoration; Early in Term. If, during the first ten (10) years of the Term (i.e., before the tenth (10th) anniversary of the Commencement Date), the Improvements located on the Property are totally or partially destroyed from any cause, this Lease shall not terminate and Developer shall, at its sole cost and expense, restore the destroyed Improvements to substantially the same condition as they were in immediately before the Date of Casualty subject to the conformance by Developer with then applicable Governmental Requirements and with Developer retaining all insurance proceeds payable as a result of such damage or destruction.

The work of repair and restoration shall be commenced by Developer as soon as reasonably possible, but in no event later than One Hundred Eighty (180) days after the Date of Casualty.

Developer shall diligently prosecute such restoration work to completion no later than two (2) years from the date the restoration work is commenced.
(b) Later in Term. Notwithstanding any other provision to the contrary in this Lease, if Improvements within the Project are damaged or destroyed at any time after the tenth (10
th) anniversary of the Commencement Date and in excess of thirty-three percent (33%) or more of the full replacement cost of the Improvements, Developer may elect, by written notice to City within ninety (90) days from the Date of Casualty, either: (i) to restore or re-construct the destroyed Improvements to substantially the same condition as they were in immediately before the Date of Casualty; or (ii) not to restore the Improvements and terminate this Lease. If Developer elects clause (i), then such construction or restoration shall be subject to then-applicable Governmental Requirements, and Developer shall be entitled to retain all insurance proceeds payable as a result of such damage or destruction. If Developer elects clause (ii), then City shall be entitled to receive and retain all insurance proceeds payable as a result of such damage or destruction, except that Developer shall be entitled to retain that portion of insurance proceeds which is directly attributable to Developer’s personal property, fixtures and equipment and the unamortized value of the building on Developer’s books.

17. Transfers; Short-Term Rental.
(a) Assignment/Subleasing. Except as provided in Section 18 (Mortgage of Leasehold), Section 19 (Protection of Lender) and with respect to Permitted Subleases and Permitted Transfers (both defined below), Developer shall not assign, transfer, encumber or sublet its interest in this Lease or sublet all or any portion of the Property or the Improvements thereon without the prior written consent of City, which consent shall not be unreasonably withheld, conditioned or delayed. It shall not be unreasonable for City to withhold its consent where the proposed assignee or sublessee (“Proposed Transferee”): (i) lacks sufficient financial strength, operational capacity or relevant experience, in the exercise of City’s reasonable business judgment, to perform Developer’s obligations under the Lease, (ii) is not a non-profit entity, or (iii) where the Proposed Transferee will engage in a business involving toxic and Hazardous Materials.

Any Proposed Transferee shall be considered by City only if no Default (beyond applicable notice and cure periods) exists in the performance or observance of any agreement, covenant or condition of this Lease on the part of Developer to be performed or observed at the time of the proposed transfer. Developer shall provide a full package of information thirty (30) days in advance of any proposed transfer accompanied by all financial, organizational and operational Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

16 informa
tion reasonably requested by City to evaluate the Proposed Transferee. City’s consent to any Proposed Transferee shall be conditioned on the following: (i) the assignment or sublet shall be in writing, duly executed and acknowledged by Developer and the Proposed Transferee, in a form reasonably satisfactory to City, providing that the intended use by the Proposed Transferee is consistent with the Permitted Use and that the Proposed Transferee expressly assumes and agrees to perform and observe all covenants and obligations of Developer under the Lease from and after the effective date of such transfer, and (ii) an executed original of such assignment shall be delivered to City. No transfer shall relieve Developer of its obligations under this Lease unless City expressly releases Developer in writing.
(b) Licensing. Notwithstanding Section 17(a) (Assignment/Subleasing), Developer may, from time- to-time during the Term, in its reasonable discretion and without the consent of City, license portions of the Project to: 1) production or theater companies; 2) to private individuals or companies for a wedding, party or celebration (“ Private Events”); or 3) to other third parties for a conference, meeting, film event, gala, video game competition (i.e., “e-sports”) or the like, provided that: (i) such license agreements are a maximum duration of six (6) months; (ii) such license agreements are set forth in a written contract containing the minimum standards included in Exhibit P, and (iii) such licensee agrees to use the facility subject to the terms of this Lease (“ Event License Agreement ”). Notwithsta nding the forgoing, the number of Private Events shall be limited such that community access and public programming remain the primary use of the Project. Private Events shall not materially interfere with, displace, limit, or reduce availability or frequency of public programing.
(c) Permitted Transfers. Notwithstanding any provisions of this Section 17 (Transfers) to the contrary, any assignment(s) in connection with the following shall be deemed a “Permitted Transfer” and shall not be in violation of this Section 17 (Transfers;): (1) financing permitted under this Lease, including the grant of a Leasehold Mortgage by Developer to secure funds necessary for construction of all or a portion of the Improvements and the Project or to fund an other improvements and alterations for the Project, and/or (2) any assignment resulting from the foreclosure of a Leasehold Mortgage or transfer in lieu of foreclosure, including where a Lender (defined below) or its affiliate or designee is the immediate transferee pursuant to such foreclosure or transfer in lieu of foreclosure, and to a subsequent transferee, so long as such subsequent transferee is required to assume in writing all of Developer’s rights and obligations under this Lease from and after the date of such assignment.

18. Mortgage of Leasehold. Developer shall have the right to encumber the leasehold estate created by this Lease by a mortgage, deed of trust or other security instrument, including, without limitation, an assignment of the rents, issues and profits from the Property (“Leasehold Mortgage” ), to secure repayment of any loan to Developer, and associated obligations from any lender (“Lender”), so long as the same is authorized to do business in the state of California and has experience in financing real estate assets. Developer covenants and agrees that, during the term of this Lease, City’s fee title in the Property or its reversionary interest in the Improvements shall not be subject or subordinate to the lien of any loans, mortgages, deeds of trust, liens and encumbrances placed by Developer on Developer’s leasehold interest created herein. Any loan, mortgage, deed of trust, lease, lien or encumbrance placed by Developer under this Section, shall be subject to the provisions of this Lease. Any lien on Developer ’s interest herein shall terminate on or before the last day of the Term (unless Developer exercises its Option to purchase the Property). Developer shall promptly give City written notice of any Leasehold Mortgage and shall accompany such notice with a copy of such Leasehold Mortgage.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

17 19. Protection of Lender. D
uring the continuance of any Leasehold Mortgage and
until such time as the lien of any Leasehold Mortgage has been extinguished:
(a) Consent of Lender. City shall not accept any surrender of this Lease, nor shall City consent to any amendment or modification of this Lease, without the prior written consent of any Lender.
(b) Notice to Lender. Notwithstanding any Default by Developer in the performance or observance of any agreement, covenant or condition of this Lease on the part of Developer to be performed or observed, City shall have no right to terminate this Lease or interfere with the occupancy, use, and enjoyment of the Property unless (i) a Default has occurred and is continuing, (ii) provided City has received notice of the Leasehold Mortgage from Developer in accordance with Section 18, City has given any Lender writt en notice of such Default, and (iii) Lender(s) has failed to remedy the Default, acquire Developer’s leasehold estate created hereby, or commence foreclosure or other appropriate proceedings, all as set forth in, and within the time specified by, this Section 19 (Protection of Lender).
(c) Rights of Lender. Any Lender shall have the right, but not the obligation, at any time prior to termination or expiration of this Lease, without payment of any penalty and subject to the terms of this Lease, to pay all of the rents due hereunder, to effect any insurance, to pay any taxes and assessments, to make any repairs and improvements, to do any other act or thing required of Developer hereunder, and to do any act or thing which may be necessary and proper to be done in the performance and observance of the agreements, covenants and conditions hereof to prevent termination of this Lease and to protect the Property and Project. All payments so made and all things so done and performed by Lender shall be to prevent a termination of this Lease and to preserve and protect the Property and Project as if the same had been made, done and performed by Developer instead of Lender. (d) Cure Rights. Should any event of Default under this Lease occur, any Lender shall have sixty (60) days after receipt of written notice from City setting forth the nature of such Default, within which to remedy the Default; provided that in the case of a Default which cannot with due diligence be cured within such sixty (60) day period, Lender(s) shall have the additional time reasonably necessary to accomplish the cure, provided that (i) such Lender has commenced the curing within such sixty (60) days, and (ii) thereafter diligently prosecutes the cure to completion. If the Default is such that possession of the Property may be reasonably necessary to remedy the Default, Lender(s) shall have a reasonable additional time after the expiration of such sixty (60) day period, within which to remedy such Default, provided that (i) Lender(s) shall have fully cured any Default in the payment of any monetary obligations of Developer under this Lease within such sixty (60) day period and shall continue to pay current such monetary obligations as and when the same are due, and (ii) Lender(s) shall have acquired Developer’s leasehold estate or commenced foreclosure or other appropriate proceedings seeking such acquisition within such period, or prior thereto, and is diligently prosecuting any such proceedings. If a Lender is in possession of the Property, the Lender shall operate and maintain the Property in accordance with the terms of this Lease. (e) Intentionally Omitted.
(f) Time Extensions. If a Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Developer from commencing or prosecuting foreclosure or other appropriate proceedings, then the times specified in subsections (d) and (e) above for Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

18 commenc
ing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition; provided that Lender shall have fully cured any default in the payment of any monetary obligations of Developer under this Lease and shall continue to pay currently such monetary obligations as and when the same fall due. (g) Notice to Lender. Provided City has received notice of the Leasehold Mortgage from Developer in accordance with Section 18, City shall mail by certified or registered post, return receipt requested, or personally deliver to any Lender a duplicate copy of any and all default notices in writing which City may from time to time give to or serve upon Developer pursuant to this Lease, and such copy shall be mailed or delivered to any Lender at, or as near as possible to, the same time such notices are given or served by City. Upon the execution of any Leasehold Mortgage, City shall be informed in writing of the vesting of the security interest evidenced by the Leasehold Mortgage and of the address to which all notices to Lender are to be sent.
(h) Foreclosure. Foreclosure of the Leasehold Mortgage or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in the leasehold mortgage, or any assignment or conveyance of the leasehold estate created by this Lease from Developer to a Lender or other purchaser through, or in lieu of, foreclosure or other appropriate proceedings of a similar nature shall not constitute a breach of any provision of or a Default under this Lease. Upon such foreclosure, sale or conveyance City shall recognize Lender, or any other foreclosure sale purchaser, as Developer hereunder, provided that in such event Lender promptly gives notice to City in writing of such transfer, setting forth the name and address of Lender and the effective date of the foreclosure, sale or conveyance, together with a copy of the document by which such transfer was made, and provided further that such Lender expressly agrees in writing to perform all of the terms, covenants and conditions on the part of Developer to be performed hereunder from and after the date of such transfer. In the event a Lender becomes Developer under this Lease, such Lender shall be liable for the obligations of Developer which accrue under this Lease only for the period of time that such Lender remains Developer. Such Lender shall have the right to assign this Lease at any time after becoming Developer, provided that in such event the assignee or transferee (a “Subsequent Transferee”) promptly gives notice to City in writing of such transfer, setting forth the name and address of the Subsequent Transferee and the effective date of the transfer or assignment, together with a copy of the document by which such assignment or transfer was made, and provided further that such Subsequent Transferee expressly agrees in writing to perform all of the terms, covenants and conditions on the part of Developer to be performed hereunder from and after the date of such transfer. In no event shall Developer be released from its obligations under this Lease in the event of foreclosure under this Section 19(h), except as otherwise required by law. (i) New Lease. Should City terminate this Lease by reason of any default by Developer hereunder, City shall, upon written request by a Lender given within thirty (30) days after such termination, immediately execute and deliver a new lease of the Property to such Lender, or its nominee, purchaser, assignee or transferee, for the remainder of the Term with the same agreements, covenants and conditions (except for any requirements which have been fulfilled by Developer prior to termination) as are contained herein and with priority equal to that hereof, provided that Lender cures all non -monetary Defaults that can be reasonably cured by Lender. Lender’s right to possession of the Property under the new lease shall commence only upon Developer’s vacating of the Property

20. Insurance. During the Term, Developer shall have and maintain the following policies of insurance:

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

19 (a) Propert
y Insurance. During the Term, Developer shall maintain, or cause to be maintained, commercial property insurance that covers the Property on a replacement cost basis. The commercial property insurance policy shall, at a minimum, insure against the perils included in the ISO special causes of loss form CP 10 30 and any amendments or “all -risk” coverage, including but not limited to loss or damage due to fire and the risks normally included in extended coverage (e.g., flood, windstorm, earthquake, and terrorism). (b) Liability Insurance. During the Term, Developer shall, at its own expense and at all times, maintain in effect a commercial general liability insurance policy (“CGL”) for the Property against claims occurring on, in, or about the Property for the joint benefit of City and Developer, with deductibles or self- insured retentions reasonably acceptable to City. The CGL shall be written on an “occurrence” policy form (not a “claims made” form) providing coverage in substance at least as broad as that supplied by ISO Form CG 00 01, including coverage for bodily injury, death, property damage, and personal and advertising injury. The CGL must provide contractual liability coverage consistent with Developer’s indemnity obligations under this Lease, to the extent insurable, treating this Lease as an insured contract. The CGL may not, without City approval, be endorsed to restrict the definition of an insured contract (in a manner that varies from any provision of this Lease) or to require that the insured occurrence arise out of operations or culpable conduct of any named insured. The CGL must provide limits of liability of not less than Four Million Dollars ($4,000,000) for each occurrence, and Six Million Dollars ($6,000,000) in general aggregate limit per annum.
(c) Automobile Liability Insurance. During the Term, Developer shall, at its own expense and at all times, maintain in effect an automobile liability insurance on ISO Form CA 00 01, for all owned, non-owned, leased, rented, or hired vehicles (and any mobile equipment subject to compulsory insurance or financial responsibility laws), with deductibles or self-insured retentions reasonably acceptable to City, and providing coverage with a combined single limit of at least $1 million. This coverage must be endorsed to: (i) recognize the City as an additional insured on ISO Form CA 20 48; (ii) provide primary and noncontributory liability coverage on ISO Form CA 04 49; and (iii) include a waiver of subrogation. (d) Worker’s Compensation Insurance. During the Term, Developer shall at its own expense maintain in force for the joint benefit of City and Developer, worker’s compensation and disability benefits insurance, and employer’s liability insurance for all persons whom Developer employs in strict compliance with the requirements of the most current and applicable worker’s compensation insurance laws in effect from time to time. The workers’ compensation insurance policy must be endorsed with a waiver of subrogation endorsement with respect to and for the benefit of any covered parties and the covered parties’ respective successors and assigns.
(e) Property Insurance. During the Term, Developer shall, at its own expense and at all times, maintain in effect insurance for damage to or loss or destruction of all Improvements including all buildings, equipment, furnishings, fixtures, and other of Lessee’s personal property located at the Property (the “ Property Insurance”). The Property Insurance must provide coverage for one hundred percent (100%) of replacement cost (not actual cash value), except excavations, foundations, and footings, without deduction for depreciation, and in an amount (or with an agreed value endorsement) sufficient to prevent coinsurance. The Property Insurance must cover all losses caused by the perils covered by the broadest type of property insurance coverage available from time to time consistent with applicable insurance practices. As of the Commencement Date, this means an ISO Form CP 10 30 “Causes of Loss—Special Form” or other “open peril” policy form. The Property Insurance must cover at least losses from fire, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

20 lightning,
sprinkler or other water leakage, and wind. The Property Insurance must also cover losses from these perils, subject to City’s reasonable approval: (i) earthquake, earth movement, and subsidence; (ii) named storm insurance, including storm surge; and (iii) flood and rising water.

If the Property is located in flood zone A or V, Developer must maintain at least the maximum flood insurance coverage available from the National Flood Insurance Program. The Property Insurance must cover, by endorsement or otherwise: (i) equipment or mechanical breakdown, including explosion of steam and pressure boilers; (ii) debris removal, demolition, and increased cost of construction (ordinance or law coverage); (iii) waiver of subrogation; (iv) civil authority; and (v) loss of business income insurance. Loss of business income coverage must cover continuing ordinary operating expenses, including fixed rent and taxes, for at least twelve (12) months, with a twelve (12) month extended period of indemnity. None of this coverage may be subject to co- insurance.
(f) Pollution Liability Insurance.
(1) Prior to commencement of construction of the Project, Developer shall, at Developer’s cost, a real estate environmental lability policy (a “ Pollution Liability Policy”) covering pre-existing conditions with a term of at least ten (10) years and new conditions with a term of at least five (5) years with Developer as the named insured with the right to control the policy, and the City, its Council, boards, commissions, officials, employees, and agents as additional insureds. The Pollution Liability Policy shall cover the Property, shall meet the requirements of Section 20(i), shall include a Fifteen Million ($15,000,000) policy per claim and in the aggregate coverage limit and a maximum deductible of Two Hundred Fifty Thousand Dollars ($250,000) or other amount agreed to by the City, and shall provide the following types of coverage, to the extent such coverage is available:
(i) Pollution legal liability for claims by third parties; (ii) On-site and off -site clean- up costs arising from unknown pre - existing and new pollution conditions released on, at, under, or from the insured property; (iii) Non-owned disposal Site;
(iv) In-bound and out-bound contingent transportation;
(v) Legal defense expenses; and
(vi) Business interruption for Developer, including soft -costs and construction delays.
(2) Developer shall confer with and consider in good faith the input of the City in connection with procurement of the Pollution Liability Policy. The Developer shall pay the premiums and any other costs of procuring the Pollution Liability Policy, and any required deductible amount to activate the Pollution Liability Policy in the event of a claim. (g) Evidence of Insurance. Developer shall furnish certificates of insurance to City evidencing all of the above-described insurance policies prior to or upon execution of this Lease and annually thereafter, but not later than ten (10) Business Days after the expiration of each policy. All policies shall provide that not less than thirty (30) days prior written notice of cancellation or non- renewal shall be given to City. All policies shall name the City, its Council, boards, commissions, officials, employees, and agents as additional insureds.

Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

21 (h) Additi
onal Insurance. In addition to the insurance required above, during any construction work on the Property, Developer shall secure, pay for and maintain the following insurance, or cause Developer’s contractors to secure, pay for and maintain the following insurance:
(1) “All-risk” builder’s risk insurance for the full insurable value of the work (including all stored material and equipment), as approved by City. This insurance shall include the interests of City and Developer (and their respective contractors and subcont ractors of any tier to the extent of any insurable interest therein) in the work and shall insure against physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief.

If any materials or equipment will be stored offsite or will be in transit to the job site and are not covered under said “all -risk” builder’s risk insurance, then Developer shall effect and maintain similar property insurance on such materials and equipment. Any loss insured under said “all - risk” builder’s risk insurance shall be adjusted with City and Developer and made payable to City, as trustee for the insured, as their interests may appear. (2) General Liability Insurance, on an “occurrence” basis with a limit of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. (3) Commercial Automobile Liability Insurance, on an “occurrence” bases with a limit of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. (4) Workers’ Compensation Insurance, including Employers Liability for all persons whom it employs strict compliance with the requirements of the most current and applicable workers’ compensation insurance laws in effect from time to time. (5) Pollution Liability Insurance. Developer shall also cause its general contractor to obtain and maintain a Pollution Liability Policy covering the general contractor and all subcontractors for claims and cleanup costs arising from known and unknown pre -existing pollution conditions exacerbated or disturbed by contractor’s activities on the site and new pollution conditions released by the contractor or its subcontractors on, at, under, or from the portion of the Property on which the contractor or its subcon tractors are performing work in an amount of not less than Ten Million Dollars ($10,000,000) with a maximum deductible of One Hundred Thousand Dollars ($100,000) with coverage continuing for ten (10) years after completion of construction.
(6) The liability policies required above shall be endorsed to include all additional insured required or permitted herein with coverage equivalent to that provided by ISO form CG 20 10 11 85. Such additional insured endorsements shall be separate from the certificates of insurance required herein.
(7) All other policies in this paragraph (except the worker’s compensation policy) shall be endorsed to include City, its Council, boards, commissions, officials, employees, and agents as additional insureds. All insurance policies shall provide that additional insureds shall be given thirty (30) days’ prior written notice of any reduction, cancellation or non- renewal of coverage (except that ten (10) days’ notice shall be sufficient in the case of cancellation for non-payment of premium) and shall provide that the insurance coverage afforded to the additional insured shall be primary to any insurance carried independently by said additional insured. (8) Developer shall be solely responsible for ensuring the compliance of all contractors with the requirements contained in this Lease, including naming City, its Council, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60

22 boards, c
ommissions, officials, employees, and agents as additional insureds insured to the contractor’s policies. Developer shall require Developer’s contractors to provide an endorsement evidencing that each required policy herein contains a waiver of s ubrogation in favor of the additional insured required or permitted herein.
(i) All insurance companies issuing policies pursuant to this Section 20 shall have a rating of A/VI, or higher, in the most currently available “Best Insurance Guide”.

21. Mechanics’ and Other Liens.
(a) Discharge of Liens. Developer shall keep the Property free from any liens arising out of work performed and shall promptly discharge or remove by bond or otherwise prior to foreclosure thereof any and all mechanics’, materialmen’s and other liens for work or labor done, services performed, materials used or furnished in or about the Property for or in connection with any construction of the Project, which Developer may make, permit or cause to be made, or any future work or construction by, for or permitted by Developer on or about the Project within forty-five (45) days after notice. Developer shall indemnify, save and hold City and all of the Property and all buildings and improvements thereon free and harmless of and from any and all such liens and claims of liens and suits or other proceedings pertaining thereto. If Developer fails to timely discharge, bond over or otherwise with respect to any such lien or encumbrance, City shall have the right but no obligation to satisfy an such liens or encumbrances. In such event, Developer shall immediately reimburse Developer for the reasonable amount paid by City in connection with such lien or encumbrance.
(b) Contest. Developer shall have the right to contest with due diligence the amount or validity of any lien of the nature set forth in this Section 21 (Mechanics’ and Other Liens) or the amount or validity of any tax, assessment, charge, or other item to be paid by Developer under Section 7 (Taxes and Assessments) hereof by giving City written notice of Developer’s intention to do so within twenty (20) days after the recording of such lien or at least ten (10) days prior to the delinquency of such tax, assessment, charge or other item, as the case may be. Before or concurrently with initiating any such contest, Developer shall furnish to City a surety bond, letter of credit, or other security reasonably acceptable to City in an amount not less than one hundred twenty-five percent (125%) of the amount being contested. Such security shall ensure that City and the Property are fully protected against foreclosure, sale, or loss and shall provide funds to discharge the lien, tax, or charge if the contest is unsuccessful. Developer’s contest shall not subject the Property or City’s fee estate to any unreasonable risk of sale, forfeiture or loss or impair or cloud City’s title. Developer shall prosecute the contest continuously and diligently to final resolution. If at any time City reasonably determ ines that: (i) the lien, tax, or charge may materially endanger City’s fee title; or (ii) Developer has failed to maintain required security or prosecute the contest diligently, City may, upon ten (10) days’ written notice to Developer during which Developer may resolve such concern of City, pay, bond, or otherwise discharge the lien, tax, or charge, the reasonable cost of which shall be promptly reimbursed by Developer. Within ten (10) days after the final determination of the amount or validity thereof, Developer shall satisfy and discharge such lien or pay such tax, assessment, charge or other item to the extent held valid and all penalties, interest and costs in connection therewith; provided, however, that the satisfaction and discharge of any such lien shall not, in any case, be delayed until execution is had upon any judgment rendered thereon, nor shall the payment of any such tax, assessment, charge or other item, together with penalties interest, and costs, in any case be delayed until sale is made or threatened to be made of the whole or any part of the Property on account thereof, and any such delay shall be a default of Developer hereunder. In the event of any such contest, Docusign Envelope ID: C1677436-164D-8A54-80EC-2994E202369D Docusign Envelope ID: 2B479B3F-FF7D-8661-802F-9E6FFFE4E18E Docusign Envelope ID: 33CFDCA4-0EAD-8013-8395-DF0932A5FE60