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AGREEMENT Now therefore, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and I-Iolder agree as follows: This Amended and Restated Promissory Note ( "Note ") hereby amends, restates and supersedes in its entirety the Existing Note given by Borrower to Holder dated September 1, 2005. Concurrently with execution and delivery of this Note. Holder shall return the original Existing Note to Borrower. 1. Borrower's Obligation. This promissory note (the "Note ") evidences Borrower's obligation to pay Holder the principal amount of up to Four Hundred Fifty Thousand Dollars ($450,000) for the funds leaned to Borrower by Holder to repay the CaIHFA Loan No. HELP - 020405 -06. 2. Interest. From and after the date of this Note, no interest shall accrue on the balance of this Note. All interest accrued on the Loan prior to the date of this Note has either been paid or forgiven, such that no further interest on the Loan is due from Borrower. 3. Term and Repayment Requirements. The term of this Note (the "Term "), shall commence on the date of this Agreement and continue until the earlier of (i) December 31, 2015 or (ii) until the amounts owed under this Note are repaid in full. This Note shall be due and payable as set forth in Section 2.3 of the Loan Agreement, provided that Section 2.3(b) is amended to read as follows: "(ii) the payment owed on the Loan until the Loan has been repaid in full. Such payment will be equal to 75% of Surplus Cash remaining. ". 4. Security. This Note is secured by a Deed of Trust (the "Deed of Trust "), recorded against Borrower' leasehold interest in the Property. 5. Terms of Payment. (a) All payments due under this Note shall be paid in currency of the United States of America, which al the time of payment is lawful for the payment of public and private debts. (b) All payments on this Note shall be paid to Holder at City of Pleasanton, P. 0. Box 520, Pleasanton, CA 94566, Attention: City Manager, or to such other place as Holder of this Note may from time to time designate. (c) This Note is nonrecourse to Borrower, pursuant to Section 2.7 of the Loan Agreement. 6. Default. (a) Any of the following shall constitute an event of default under this Note: