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ATTACHMENT 2 OPTION TO LEASE AGREEMENT This Option to Lease Agreement (this "Agreement") is entered into as of , 2019, by and between the City of Pleasanton, a California municipal corporation ("City"), and Ridge View Commons II Associates, L.P., a California limited partnership (the "Developer"), with reference to the following facts: RECITALS A. City is the fee owner of a parcel of land (the ``Land") located at 5200 Case Avenue, Pleasanton, California, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference. Ridgeview Commons Associates, a California Limited Partnership (the "Existing Ground Lessee") owns a fee interest in the improvements located on the Land, comprised of one building consisting of 200 units and ancillary facilities (the "Improvements" and collectively with the Land, the "Property"). B. The Property is currently subject to a ground lease (as amended from time to time, the "Existing Lease") between City and Existing Ground Lessee. The Existing Ground Lease will be terminated pursuant to a termination of ground lease recorded in the Official Records of Alameda County (the "Official Records") immediately prior to the transfer of the Property to Developer following exercise of the Option (defined below) granted herein. C. Developer desires to cause the Improvements to be rehabilitated (the "Project"), and desires to acquire an option to acquire a leasehold interest in the Land and a fee interest in the Improvements in order to accomplish such goal. To undertake the Project, Developer or a limited liability company affiliated with and controlled by Developer intends to form, and serve as the general partner in, a tax credit limited partnership ("Partnership"). For purposes of this Agreement, a limited partnership created by Developer (or an entity controlled by Developer or a controlled affiliate of Developer) and in which Developer or a controlled affiliate of Developer serves as general partner, shall be a permitted successor and assignee of Developer hereunder, and any reference to the Developer herein will be interpreted to include such limited partnership. D. In order to undertake the Project, Developer desires to enter into a ground lease with City, pursuant to which City will lease to Developer the Land, and a purchase and sale agreement pursuant to which Developer will purchase the Improvements from Existing Ground Lessee, subject to certain conditions as provided herein and therein. E. In order to apply for Project financing, Developer desires to obtain from City, and City desires to grant to Developer, upon the specific terms and conditions set forth in this Agreement, the exclusive right and option to lease the Land. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, CITY AND THE DEVELOPER (EACH A "PARTY", AND, COLLECTIVELY, THE "PARTIES") AGREE AS FOLLOWS: AGREEMENT OAK #4811-5363-1135 v2