Settlement Agreement — Alameda City Council, June 2, 2026

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Settlement Agreement and Release

SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) is entered into by the City of Alameda (“City”) and Greenway Golf Associates, Inc. (“Greenway” ) (collectively, the “Parties”, and individually, a “Party”) as of June 2, 2026 (the “Reference Date”).

RECITALS
A. The City and Greenway are parties to a Lease Agreement dated August 1, 2012, as amended by a First Amendment to Lease dated March 28, 2018, a Second Amendment to Lease dated June 16, 2021, and a Third Amendment to Lease dated Septe mber 10, 2021 (as amended, the “Lease”), pursuant to which Greenway leases and operates th e Chuck Corica Golf Complex (“Golf Complex”) in Alameda, California.

B. On May 31, 2022, the City filed a lawsuit against Greenway, Alameda County Superior Court Case No. 22CV011964 (the “Litigation”), alleging that Greenway had breached, and continued to breach, multiple provisions of the Lease. The City later filed a First Amended Complaint on December 21, 2021 and a Second Amended Complaint on April 5, 2024.

C. On September 9, 2022, Greenway filed a Cross-Complaint again st the City in the Litigation alleging that the City failed to pay attorneys’ fees for an ADA lawsuit filed by Abdul and Priscilla Navarez, failed to pay costs related to paving the parking lot (“Parking Lot”) and that the City had breached, and continued to breach, multiple provisions of the Lease.

D. On February 3, 2026, the City made demand on Greenway for ce rtain fines, costs, and damages resulting from a sewer line rupture near Island Drive (“Main Break”) allegedly caused by Greenway, as outlined in the demand letter attached hereto as Exhibit A.

E. On May 11, 2026, Greenway subm itted a letter to City denying the City’s allegations concerning the Main Break and making a Government Code Claim against the City in connection with the Main Break, which attached as Exhibit B.

F. In addition, Greenway and the City have submitted multiple f urther demands to each other pertaining to the Parking Lot, attached as Exhibit C, including allegations of delays in paving the parking lot, alleged defects in design of the lot, including inadequate drainage, and failure to maintain lighting fixtures.

G. In 2026, Greenway has further alleged that the City violated the Ralph M. Brown Act (Government Code section 54950 et seq.) in conducting its City Council meetings.

H. Between 2021 and 2026, the City sent Greenway a series of no tices of default, notices of violation and demand letters, all attached herein as Exhibit D (collectively, the “City Demand Letters”), concerning appointment of a general manager; tree maintenance; monthly and annual financial statements; discounted greens fee rates for Ci ty residents, City resident seniors and students; slough cleaning; construction schedules; transfer of majority share of Greenway equity interests (“Consent to Transfer Issue”); audits of Green way records (“Audit Issue”); attendance at Golf Commission meetings, graffiti with gang tags ; delivery of an annual plan;

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designation of Greenway representative and person responsible for inquiries and complaints; and parking lot lights.

I. All of the claims and disputes described in Recitals B. through H. above, including claims underlying the City’s Complaints and Greenway’s Cross-Co mplaint in the Litigation, the City Demand Letters, and the claims related to the Brown Act, t he Main Break, and the Parking Lot, including the Consent to Transfer Issue and Audit Issue, are collectively referred to herein as the “Dispute”.

J. On May 27, 2026, the Parties agreed to the provisions of a w ritten Term Sheet outlining the terms of a potential resolution to the Dispute. T hat T erm Sheet is memorialized in this Agreement.

K. Subject to satisfaction of the Conditions Precedent to Effec tiveness described below, it is the desire of the Parties to this Agreement to eff ect a full and complete compromise, settlement, and resolution of the Dispute between the Parties, and to work toward a cooperative and collaborative working relationship that will benefit the Parties and the community of Alameda, as a whole.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises contained herein, the Parties agree as follows:

1. Condition Precedent to Effectiveness. This Agreement shall become effective only when and if all of the following conditions (collectively, the “Conditions Precent to Effectiveness”) have been satisfied:

1.1 The City and Greenway have negotiated and drafted a Restate d Lease to include the terms set forth in Paragraph 3 below, in a form mutually acceptable to the Parties and presented such Restated Lease to Greenway’s authorized officer and the City’s City Council for approval each in its sole discretion; and

1.2 Greenway shall have approved the Restated Lease and a duly authorized Greenway official shall have executed the Restated Lease on behalf of Greenway; and

1.3 The City Council of the City shall have adopted an ordinanc e (“Restated Lease Approval Ordinance”) approving the Restated Lease, the Restated Lease Approval Ordinance shall have become effective, and a duly authorized Ci ty official shall have executed the Restated Lease on behalf of the City; and

1.4 All applicable appeal periods for the filing of any adminis trative or judicial appeal challenging the effectiveness of this Agreement, the Restated L ease and the Restated Lease Approval Ordinance shall have expired and no suc h appeal shall have been filed, or (i) if such an administrative or judicial appeal is filed, this Agreement, the Restated Lease and the Restated Lease Approval Ordinance, as applicable, shall have been upheld by a final decision in each such appeal without

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adverse effect on this Agreement, the Restated Lease or the Res tated Lease Approval Ordinance; and (ii) if a referendum pet ition relating to this Agreement, the Restated Lease and/or the Restated Lease Approval Ordinance is timely and duly circulated and filed, certified as valid and the City hold s an election, the date the election results on the ballot measure are certified by the City in the manner provided by applicable law reflecting the approval by voters of this Agreement, the Restated Lease or the Restated Lease Approval Ordinance, as applicable.

The “Effective Date” of this Agreement shall be the date on whi ch the last of the above conditions in subparagraphs 1.1 through 1.4 above is satisfied. If, for any reason, this Agreement has not become effective by September 30, 2026, or such later d ate as the Parties may mutually agree (the “Outside Date”), this Agreement shall automatically terminate and thereafter: (i) neither Party shall have any further rights or obligations hereunder, a nd (ii) the Parties shall stipulate for the scheduling of a trial-setting conference at the earliest date available on the Court’s calendar.

2. No Payment. Subject to Paragraph 1 above, the Parties agree th at here shall be no payment made by either Party in connection with the Dispute. The Parties shall be responsible for any and all costs, attorneys’ fees, and expenses that they respectively incurred pertaining to the Dispute prior to the Effective Date of this Agreement.

3. Restatement of Lease. The Parties shall use diligent good faith efforts to negotiate and draft and present to the City Council and Greenway authorized officer for consideration of approval prior to the Outside Date an Amended and Restated Leas e (“Restated Lease”) in a form mutually acceptable to the Parties each in its reasonable discr etion, which Restated Lease shall include and address only the following:

3.1 Capital Reserve Fund Payments. Neither Party w ill have any obligation to make contributions to the Capital Improvement Reserve Fund. All ref erences in the Lease to the Capital Improvement Reserve Fund and Capital Reserve Payments will be deleted from the Restated Lease.

3.2 City Audit Rights. The City’s audit rights under the Lease will be clarified in the Restated Lease as follows:
i. City will have the right to audit Greenway’s records of Gross Revenues for up to three prior year(s) to confirm accuracy of the data contained in the statement submission detailing the previous calendar year(s ) Gross Revenue receipts for the purposes of calculating Greenway’s percentage rent payments.

Except as otherwise set forth in subparagraph (ii) below with r espect to the City’s right to require Greenway to provide audited financial statements, the City shall not have the right to audit any other aspect of Greenway’s business operations or financial records. For avoidance of doubt, nothing in this par agraph 3.2 shall be deemed to limit City’s right to enter and inspect the Premises under Section 3.3 of the Lease.
ii. The Restated Lease will provide that the City, at least 120 days prior to the end of any Greenway fiscal year ending on December 31, and not more than

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once per year, may request that Greenway instruct its then curr ent Qualified Accounting Firm to prepare audited financial statements with re spect to Greenway’s Golf Complex operations for the current fiscal year with the costs of such accounting/auditing work to be paid 50/50 by Greenway and the City. As used herein “Qualified Accounting Firm” means an accounting firm whi ch regularly undergoes either Public Company Accounting Oversight Board (PCA OB) Inspection or American Institute of Certified Public Accountant s (AICPA) Peer Review and is expressly referenced in the Restated Lease as a Qualified Accounting Firm. As of the Restated Lease Effective Date, the Qualified Accounting Firms are:

Deloitte LLP, PwC, Ernst & Y oung, KPMG, RSM, Moss Adams (Greenway’s current accounting firm), Baker Tilly, BDO USA, Grant Thornton, Cohn Reznick LLP, Eisner Advisory Group LLC, Andersen, Armanino Advisory LLC, Holthouse Carlin & Van Trigt LLP, BPM LLP, Novogradac & Company LLP, Frank Rimerman + Co. LLP, Sensiba LLP, Gursey Schneider LLP, Miller Kaplan, an d GHJ. Upon request of either Party, but not more frequently than once ever y 5 years, the foregoing list shall be updated to replace firms that have been merged out or dissolved or are no longer appropriate to retain on the list wi t h n e w f i r m s comparable to those set forth in the original list of firms. Upon making a request for audited financial statements, the City shall execute an eng agement letter with the Qualified Accounting Firm and take responsib ility for directly paying the Qualified Accounting Firm City’s portion of the fees for such audited financial statements. Upon the City’s execution of the engagement letter and delivery of a copy thereof to Greenway, Greenway w ill cause its Qualified Accounting Firm to commence work of preparing audited financial statements for the then current fiscal year and to complete and deliver such audited financial statements to Greenway as soon as reasonably practicable following the end of such fiscal year but in any event within no more than 5 months following the end of such fiscal y ea r . Pr o mp tly following receipt of such audited financial statements, Greenwa y shall cause the financial statements to be made available to the City’s Finance Director or their single designee (“City’s Finance Officer”) for confidential inspection and review at Greenway’s or its Qualified Accounting Firm’s Bay Area offices. Greenway shall make its Qualified Accounting Firm’s accountant/auditor available to respond to questions the City’s Finance Officer may have during such inspection and review.

The City acknowledges and agrees that any and all audited financial statements and related financial work papers (collectively, “Financial Records ”) shall be considered proprietary confidential business records of Greenway and therefore the City shall not be permitted to copy, transcribe or otherwise re move any Financial Records from the site of the inspection and review. Prior to reviewing any Financial Records, the City’s Finance Officer shall enter into a confidentiality agreement with Greenway in a form reasonably acceptable to Greenway. The conf identiality agreement shall permit the City’s Finance Officer to share with the City Council, City Auditor, City Attorney, City Manager, the City’s outside l egal counsel and other department head level City officials the audit-related opinions and findings (i.e. whether Greenway has received an unqualified opinion, qua lified opinion, adverse opinion or disclaimer of opinion and, if Greenway receives an adverse opinion or disclaimer of opinion the reasons why Greenway’s Qualified Accounting

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Firm has issued such an opinion) and no other information from the audit or the Financial Records. For avoidance of doubt, the City’s Finance Officer will be prohibited from sharing or disseminating to any person or entity all or any portion of the financial results of Greenway’s Corica Park business ope rations, including information related to Greenway’s income statement, profitability, dividend policy, cost structure, salary structure, the terms of vendor contracts, balance sheets, capital lease and all other details included in the Financial Records, all of which are confidential and proprietary. Nothing herein or in the confide ntiality agreement shall be deemed to prevent the City’s Finance Office from providing evidence of fraud or gross financial irregularities to appropriate law enfo rcement officials or federal or state regulatory agencies.
iii. The Parties shall revise Sections 5.6 and 5.7 of the Lease to conform to the above by, among other things, revising the introductory paragraph of Section

5.7 and subparagraph (b) of Section 5.7 to read as follows (dele t i o n s s h o w n i n strikeout; additions in double underlining):
“5.7 Audit. The City reserves the right to designate its representatives who shall have the right to audit Tenant's accounting procedures and internal controls of Tenant's financial systems and to examine any books, records, statements or supporting documentation as it relates to Gross Revenues from the operation of the Premises for the prior three years, or any other items set forth in this Agreement. All such audits and examinations shall be undertaken by City's representatives at reasonable times as agreed by the parties and in conformance with generally accepted auditing standards. Tenant agrees to fully cooperate with all such audits and examinations of Gross Revenues.”
“(b) Internal controls on the receipt and recording of all cash receipts, and all other operational financial and accounting controls and procedures as they relate to Gross Revenues are subject to the approval of the City. At a minimum, the internal control of cash shall include an electronic cash register Point of Sale with an auditable daily tape, daily reconciliation of the cash deposit and sales, issuance of a physical dated receipt to ever y client, a daily activity report, listing number of rounds, tota l collections, buckets of balls sold and a monthly summary report.

The monthly summary report shall be submitted within twenty (20) days of each month end or twenty (20) days of the last day of each month. An annual financial statement prepared by a certified public accountant in accordance with GAAP Gross Revenue report detailing all Gross Revenuesincome and
calculating the Percentage Rent due for each Lease Year, shall be submitted within thirty (30) sixty (60) days of the closing of the Lease Year.”

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3.3 Greens Fees. Greenway’s greens fee increases for residents , as outlined in Greenway’s memorandum to Justin Long, City of Alameda, dated No vember 19, 2025, and attached as Exhibit E, shall become effective immedia tely upon the execution of this Agreement.

In addition, Section 3.2 (b) of the Lease will be amended to read as follows (added text shown as double underlined, deleted text shown in strikeout):
“(b) determine all greens fees, cart fees, driving range fees, annual fees (if any), initiation fees (if any), membership dues (if any) and all other fees and charges associated with the operation of the Premises, except that Tenant shall provide (i) discounted greens fees to City residents, City resident seniors, and youth students in accordance with a rate schedule reasonably approved by City, with such approval not being denied if the rates proposed by Tenant are; and (ii) free golf for City's three public school golf teams at times reasonably necessary to accommodate the teams' practice schedule excluding peak days, peak periods and holidays; and (iii) one free tournament per year for the non- profit Friends of the Park (“ City Benefits”) on a date and time mutually agreeable with Tenant. Tenant may increase the discounted City resident, City resident senior, and youth green s fee rates from time to time using Tenant’s business judgment; provided, however, (1) the discounted rates shall not be increased between January 1, 2027 and December 31, 2027, and, thereafter, shall not be increased more than once per year; (2) any year-over-year increase shall not exceed the greater of 8.0% or the percentage increase in the San Francisco-Oakland- Hayward CPI-U Index – All Items All Urban Consumers (or comparable successor index) (“CPI-U Index”), published by the United States Department of Labor, Bureau of Labor Statistics over the prior 12 month period; (3) the discounted greens fee rates offered to City residents, City resident seniors and youth at the South Course shall be lower at all times than the discounted rates offered by Greenway at the North Course; and (4) City resident rates shall at all times be at least 10% less than the prevailing highest non-City resident rates, City resident senio r rates shall at all times be at least 10% less than non-senior City resident rates, and youth rates shall at all times be at least 10% less than City resident senior rates. For avoidance of doubt a $1 difference between the discounted greens fee rates at the South Course compared to the discounted rates at the North Course shall be deemed to meet the requirement in clause (3) above. For further clarification, the above conditions (1), (2), (3) and (4) shall be the only criteria applicable to the setting of discoun ted City resident, City resident senior and youth greens fee rates.

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Greenway shall ensure that City residents, City resident seniors, and youths have the same rights and opportunity to book, at their respective discounted rates, as non-City residents in every booking window on the Corica Park website (“booking
window”) which shall continue to offer tee time bookings between 0 and 90 days.

City and Tenant acknowledge and agree that the following advance booking policies, are currently in effect, and are acceptable:

(1) 0-7. For tee time reservations made 0 - 7 days in advance of the desired date of play, City residents, City resident seniors, and youth shall pay the then applicable discounted greens fees established per the terms of this Section 3.2(b). City residen ts, City resident seniors, and youths shall have the same rights an d opportunity to book during this booking window, at their respective discounted rates, as non-City residents. No booking fee shall be charged during this window for City residents, City resident seniors, and youths.

(2) 8-90. For tee time reservations 8 - 90 days in advance, Greenway may charge an advance booking fee in an amount established by Greenway from time to time. The advance booking fee shall be non-refundable and w ill not be credited towards greens fees payable by the golfer. Greenway’s
imposition of the advance booking fee shall be consistent across all categories of golfers, including non-City residents, City- residents, City resident seniors, and youth. Discounted greens fee rates will be applicable for City residents, City resident seniors and youth in this booking window. Subject to payment of the non-refundable advance booking fee, City residents, City resident seniors, and youths shall have the same rights and opportunity to book during this booking window, at their respective discounted rates, as non-City residents.

Greenway shall have the right to change its advance booking window policies from time to time, however, any updated or new policy shall continue to guarantee City residents, City resident seniors, and youth the same rights and opportunity to book, at their respective discounted rates, as non-City residents, in every booking window. Greenway shall not impose any charge or fee upon City residents, City resident seniors, and youths (e.g., advance booking fees) that is higher than those imposed upon non-City residents.”

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3.4 Golf Commission Meetings. Greenway shall not be required to prepare agendas or minutes for Golf Commission meetings and Greenway’s designated representative shall be permitted to attend Commission meetings virtually but shall have no obligation to attend if City Council or Golf Commissioners breach the non- disparagement clause described in Paragraph 3.13 below. Applicable sections of the Lease shall be revised to reflect these changes.

3.5 Meet and Confer. Greenway and the City agree to meet and c onfer over a period of not less than 20 business days prior to (i) the City issuing a Notice of Violation or any other demand letter with respect to the Golf Complex, an d (ii) either Party declaring a default under the Restated Lease, other than a monetary default arising from Greenway’s failure to timely pay rent. The Parties shall make their authorized representatives available to attend at least two meetings over such 20-business day period. The representative of each Party that attends the meet and confer shall be an authorized decision maker for the respective Party.

3.6 Expansion of Mandatory Alternative Dispute Resolution. Sec tion 19 of the Lease requires mediation and, if mediation is unsuccessful, binding a rbitration of certain specified “ADR Issues.” To minimize the potential for future d isputes the Parties will amend Section 19 as follows:
i. Mediation. The scope of the Section 19.2 mediation clause will be expanded to require mediation of any and all disputes (other than failure to pay rent or situations involving imminent threat to public health or safety) before either Party can initiate litigation.

ii. Binding Arbitration. The scope of the mandatory binding arbitration clause in Section 19.3 will be expanded to cover the following additional “ADR Issues”: (a) disputes over timing or extent of required maintenance, including slough cleaning and tree trimming; (b) disputes concerning the completeness of the data and information presented in
Tenant’s monthly and annual reporting statements, and (c) disputes regarding Corica Park physical infrastructure- related issues. For avoidance of doubt, disputes over failure to pay rent or situations involving imminent threat to public health or safety shall not be subject to binding arbitration.

3.7 Screening Rights. Greenway, at its expense, will be permit ted to plant vegetation outside of the fence consistent with current practice to screen on all four sides of the view of the sewage pump station which the City has installed at the Corica Park entrance. Maintenance of such screening vegetation shall be Greenway’s sole responsibility.

3.8 Amendment of Section 3.6(a). Subsection 3.6(a) of the Leas e will be revised to allow Greenway to periodically close all or a portion of any course as reasonably

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necessary for general maintenance purposes and to rest and pres erve the condition of the tee boxes and/or greens and/or fairways.

3.9 Title Report. The City shall provide Greenway with a current Title Report to replace the Title Report attached to the Lease as Exhibit G.

3.10 Tenant Improvements; Amendment of Section 9 and Exhibit E. Section 9 of the Lease shall be amended and restated to read as follows:
“9. TENANT IMPROVEMENTS.

9.1 General Requirements. To the extent Tenant desires to cons truct any tenant improvements or undertake material modifications to one or more of the golf courses, Tenant, at its sole cost and expense, shall be responsible for obtaining all governmental approvals and permits required under applicable law, including building permits, grading permits, de sign review permits, environmental review, conditional use permits and any other land use entitlements and permits, as applicable. Tenant shall ensure that all contractors performing or undertaking the work of tenant improv ements or golf course modifications are properly licensed.

9.2 Trucking Requirements. To the extent Tenant constructs any tenant improvements or undertakes material modifications to one or mor e of the golf courses, Tenant shall submit a trucking route and scheduled hours for delivering and removing construction materials to and from the Premises.

The trucking route must comply with the City’s most current app roved trucking route per the General Plan. All construction deliveri es must be made through the Harbor Bay Parkway and not Island Drive. Tenant shall be responsible for repairing any portion of any public road that is damaged due to Tenant’s construction deliveries.”

Exhibit E to the Lease will be substantially amended to delete all references to the Repairs and Rehabilitation work which has been completed a n d narrow the scope of the City’s review of golf course modifications to only the following: modifications to the North Course, South Course , Driving Range, or Mif 9 Hole which (i) involve a material reconfigurati on of the then existing layout of the North Course, South Course, Driving Range or Mif 9 Hole, as applicable, and (ii) are reasonably anticipated to cost in excess of $1 Million Dollars, which amount shall be subject to increase by the percentage increase in the CPI-U Index on the first anniver sary of the Restated Lease Effective Date and each year thereafter. Exhibi t E will be further clarified to provide that the City shall have no additional review or approval rights (beyond those available to the City through its usual land use entitlement and permitting processes) over construction of new buildings or structures or the remodeling or construction of ad ditions to existing buildings or structures.

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3.11 Amendment of Section 4.6. Section 4.6 of the Lease will b e amended to define Lease Year as calendar year.

3.12 Amendment of Section 6 of First Amendment to Lease. Secti on 6 of the First Amendment shall be deleted in its entirely and replaced in the Restated Lease with a new Section, titled “Parking Lot,” which provides as follows:
“Ongoing maintenance of the parking lot and parking lot fixture s shall be the sole responsibility and obligation of Tenant; provided, however, until the 4th anniversary of the Effective Date, City shall be respon sible for any and all ADA claims brought by any third-party alleging that City’s corrective parking lot work, including replacement ramp, perfor med in connection with settlement of the Navarez lawsuit failed to comply with applicable laws in effect at the time City performed such corre ctive work.

From and after the 4
th anniversary of the Effective Date, City shall have no further responsibility for claims arising from alleged inadequacy of such City corrective work.”

3.13 Addition of Non-Disparagement Clause. The Restated Lease shall include a non-disparagement clause consistent with Paragraph 17 below.

3.14 Terms to be Deleted. The following provisions of the Leas e will be deleted because the obligations described in the Lease have been met or are oth erwise being modified in the Restated Lease:
Summary of Information; Section 3
Summary of Information; delete all references to Metropolitan and Monarch Bay Golf Courses
Summary of Information; Section 6.5
Summary of Information; Section 7
Section 2.1
Section 2.2
Section 3.6(b)
Section 3.6(f)
Section 4.3
Section 5.2
Section 6.3(b)
Section 10(iii)

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Section 18.2(d)
Exhibit B-1
Exhibit B-2
Exhibit C
Exhibit D

4. Mutual Releases of Claims. Subject to Paragraph 1 above, the Parties and their agents, servants, officials, owners, directors, successors and assigns, attorneys, employees, and any other person or legal entity charged with responsibility on behalf of that Party, hereby forever forgo, waive, release, and relinquish any and all claims, dispu tes, or rights to pursue a claim or lawsuit or any other action against the other Party and its age nts, servants, officials, owners, directors, successors and assigns, attorneys, employees, and an y other person or legal entity charged with responsibility on behalf of that Party related to the Dispute (“Releasee s”). For the interest of clarity, the City of Alameda’s City Council and its elected and appointed officials, boards, departments, officers, and employees shall be Releasees.

5. General Release. The Parties understand, acknowledge, and agree that it is possible that other injuries, property damages or claims arising from the Dispute not known now will develop or be discovered, or consequences or results of known injuries and all other special and general damages or property damages or any other claims may develop, worsen or be discovered, and this final compromise and release is expressly intended to cover and include, and does cover and include, any past, present and future injuries, aggravation of existing injuries and all other special and general injuries and damages or any and all past, present, and future claims existing as of the time of this Agreement, future consequences or results of known or unknown injuries, property damages or claims, including all rights, claims or causes of action based thereon that relate to the Dispute or that could have been brought by either party in the Litigation.

The Parties acknowledge the provisions of section 1542 of the C ivil Code of the State of California, and hereby knowingly waive the benefit of such prov isions on its behalf, and with its understanding that said section provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FA VOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HA VE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

6. Dismissal of Lawsuits. Subject to the Court’s approval, the Pa rties agree to stay the Litigation until the earlier of satisfaction of the Conditions Precedent to Effectiveness or the Outside Date. Upon the satisfaction of all of the Conditions Precedent to Effectiveness, the Parties agree to dismiss their respective lawsuits related to the Litigation in their entirety with prejudice, and release, waive and discharge each cause of action alleged in any of the pleadings in any or all

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of the Litigation. City and Greenway will direct their c ounsel to sign, file and process dismissals with prejudice of their lawsuits in connection with the L itigation, within five (5) business days after the Effective Date of this Agreement. The Parties shall also jointly request the Court set an Order to Show Cause re Dismissal hearing for the first two weeks of October 2026.

7. Authority. The Parties hereby warrant that each have not assig ned, transferred, encumbered or hypothecated any claim of right or cause of action which is the subject matter of this Agreement. The Parties hereby represent that they have absolutely no knowledge that any other person has assigned, transferred, encumbered or hypothecated any claim of right or cause of action which is the subject matter of this Agreement.

8. Time is of the Essence. Time is of the essence for this Agreement.

9. Assignment. This Agreement, and any rights or obligations pursuant to it, are not assignable by any Party without written consent of the other Party.

10. Legal Representation. The Parties acknowledge that they each h ave been represented by counsel in the negotiation and drafting of this Agreement, and that this Agreement will not be construed against any Party on the basis of that Party having responsibility for the drafting of this Agreement. Each Party acknowledges that they have discussed this Agreement with their counsel, been advised of and understand its meaning, and have been advised of and understand its legal consequences. Each Party freely and voluntarily enters into this Agreement and assumes the responsibility of its legal consequences.

11. Choice of Law. This Agreement shall be construed and interpret ed in accordance w i t h t h e l a w s o f t h e S t a t e o f C a l i f o r n ia . T h e v e n u e f o r a n y e n f o r c e m e n t o f t h e t e r m s o f t h i s Agreement shall be either Alameda County Superior Court or the Federal District Court for the Northern District of California.

12. Attorneys’ Fees. Each Party shall bear its own fees and costs arising from the Litigation and any of the Disputes referenced herein, as well a s for any disputes or claims arising from this Agreement or either Party’s efforts to enforce the terms of this Agreement.

13. Counterparts. This Agreement may be executed in one or more digital counterparts, each of which shall be deemed an original, but all of which sha ll constitute one and the same Agreement. A faxed, copied and/or other electronic representat ion/impression of Greenway and the City Attorney for the City of Alameda’s original signatures on this original document or on a faxed, copied, and/or other electronic representation/impressio n of said signatures shall have the same legal force and effect as any of the original signatures and the original document.

14. Entire Agreement. This Agreement constitutes the entire agreem ent between the Parties hereto pertaining to the subject matter hereof, fully s upersedes any and all prior understandings, representations, warranties and agreements betw een the Parties hereto, or any of them, pertaining to the subject matter hereof, including the Term Sheet, and may be modified only by written agreement signed by all of the Parties. The Parties further declare and represent that no promise, inducement, or agreement not otherwise expressed herein has been made to or relied upon by them in entering into this Agreement.

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15. Non-Admission. The Parties acknowledge that all claims, disput es and causes of action of both Parties (whether past, present, or future), incl uding with respect to existing facts, are disputed and, therefore, this Agreement is not intended to be and shall not be treated as an admission of fact, liability, or res ponsibility in any manner whatsoever. This Agreement is the result of a compromise, and is not and shall not be considered as an admission of the truth of the allegations, claims, or contentions of either Party to this Agreement against any other Party to this Agreement. Each of the Parties to this Agreement deny all such allegations, liabilities, and responsibilities.

16. Commitment to Professional Working Relationship. The City and Greenway value a professional working relationship and expect future interactions and operations to proceed in accordance with the terms of the Restated Lease and shall commit to resetting the relationship and engaging with each other in a collaborative and solution-oriented manner in service of the Golf Complex and the community.

17. Non-Disparagement. The Parties agree not to disparage each other, including their respective officers, employees, elected and appointed officials, in the course of their relationship following execution of this Agreement. The City’s non-disparagement obligations will include all elected and appointed City bodies, acting in their official cap acities, including the City Council and the City’s Golf Commission. This limitation shall not appl y to elected and appointed City officials acting in their individual capacities. Greenway’s no n-disparagement obligations will include all Greenway board members, executives, employees and a gents acting on behalf of Greenway and not in their private capacities. For the purposes of this Paragraph 17, disparage and disparagement shall be defined to mean “libel” or “slander” under California law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Reference Date first set forth above. Each person signing this Agreement represents and warrants that he or she has been duly authorized to enter into this Agreement by the entity on whose behalf the person is signing.

PLEASE READ CAREFULLY . THIS FULL AND FINAL SETTLEMENT AGREEMENT AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. [Signatures on next page]

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Exhibit A

City letter from Erin Smith to Umesh Patel dated February 3, 2026

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Exhibit B

Greenway May 11 Gov’t Code claim to

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Exhibit C

Greenway’ s and City’ s respective parking lot demand letters to be inserted, including City letter to Greenway dated March 9, 2026

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Exhibit D

City NOD, NOV and Demand letters 2021-2026

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Exhibit E

Greenway’ s memorandum to Justin Long, City of Alameda, dated November 19, 2025 requesting South Course Greens Fee increases

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Alameda City CouncilJune 2, 2026

Alameda City Council
June 2, 2026