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Exhibit C SECURED PROMISSORY NOTE (Kottinger Gardens—Phase I) $ Pleasanton, California March , 2016 FOR VALUE RECEIVED, Kottinger Gardens Phase 1 Associates, L.P., a California limited partnership ("Borrower"),promises to pay to the City of Pleasanton, a municipal corporation(the "City"), in lawful money of the United States of America, the principal sum of [Thirteen Million, Seven Hundred Fifty Thousand Dollars ($13,750,000)] or so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below,together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the principal balance of this Note outstanding from time to time at the rate of [Three percent(3%)simple] annual interest. Interest shall be calculated on the basis of a year of 365 days,and charged for the actual number of days elapsed. This Secured Promissory Note(this"Note") has been executed and delivered pursuant to and in accordance with an Affordable Housing Loan Agreement, dated as of the date hereof, executed by and between City and Borrower(the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. This Note supersedes in its entirety that certain Predevelopment Promissory Note in the original principal amount of Two Million,Eight Hundred Thousand Dollars ($2,800,000 dated as of November 22, 2013 and executed by Borrower's predecessor in interest, MidPen Housing Corporation, a California nonprofit public benefit corporation, for the benefit of City(the"Prior Note"). The original principal amount of this Note is equal to the sum of: (a) [One Million, One Hundred Six Thousand Dollars ($1,106,000)] which is equal to the outstanding principal balance of the Prior Note as of the date of this Note, (b) [ Dollars ($ )] which is equal to the interest accrued under the Prior Note as of the date of this Note, and(c) [Twelve Million, Six Hundred Forty-Four Thousand Dollars($12,644,000)] which is equal to the amount of additional funds to be disbursed to Borrower pursuant to the Loan Agreement. This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing("Deed of Trust")dated as of the date hereof, executed by Borrower for the benefit of City and encumbering the property described therein. City shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust,the Loan Agreement, and the other City Documents, including without limitation,that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between City and Borrower and recorded in the Official Records of Alameda County (the "Regulatory Agreement"). The rent restrictions and other requirements set forth in the OAK#4829-4624-9261 v2 1