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This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants(this"Agreement") is entered into effective as of , 2016 ("Effective Date") by and between the City of Pleasanton, a municipal corporation("City") and Kottinger Gardens Phase 1 Associates, L.P., a California limited partnership("Owner"). The City and the Owner are collectively referred to herein as the"Parties." RECITALS A. City owns the real property located in the City of Pleasanton,Alameda County, California, at 240—258 Kottinger Drive, known as Alameda County Assessor Parcel Nos. ,and more particularly described in Exhibit A attached hereto(the "Property"). B. City and Owner have entered into a ground lease dated as of , 2016 (the "Ground Lease"), pursuant to which Owner will lease the Property from City for a term of seventy-five(75) years, demolish the existing improvements on the Property, and develop, own and operate an affordable senior housing development consisting of 131 apartments and related improvements (the"Project") in accordance with that certain unrecorded Affordable Housing Loan Agreement(the"Loan Agreement")dated as of the date hereof and executed by and between Owner and City. Capitalized terms used without definition herein shall have the meaning ascribed to such terms in the Loan Agreement. A Memorandum of the Ground Lease will be recorded in the Official Records substantially concurrently herewith. C. The Loan Agreement provides that the Restricted Units to be developed on the Property will be required to be available to Eligible Households at Affordable Rents in accordance with this Agreement for a period of not less than the term of the Ground Lease. D. The City has previously provided a predevelopment loan to MidPen in the principal amount of$450,000 using HOME Investment Partnership Program Funds(the"City HOME Loan")pursuant to the City HOME Loan Agreement. The obligation to repay the City HOME Loan is evidenced by the City HOME Note. Owner has assumed MidPen's rights and obligations under the City HOME Loan Agreement and the City HOME Note. E. Subject to the terms and conditions set forth in the Loan Agreement, City has agreed to provide a loan to Owner in the original principal amount of[$13,750,000] (the "Loan")to assist in financing development of the Project. As a condition precedent to the funding of the Loan, City requires the Project and Owner's leasehold in interest in the Property to be subject to the terms, conditions and restrictions set forth herein. F. Pursuant to the Loan Agreement, Owner shall execute and deliver to City a Secured Promissory Note (the"Note")to evidence Owner's obligation to repay the Loan. The Note shall be secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing that shall be executed by Owner for the benefit of City(the"Deed of Trust") and recorded substantially concurrently herewith. A second deed of trust(the"City HOME Deed of Trust") will be recorded subordinate to the Deed of Trust, and will secure Owner's obligation to repay the City HOME Note. 2 OAK #4832-3506-8205 v2